Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

[Authors update:  Since this matter was posted, the primary regulatory action was the SEC adopting final rules on mine safety disclosure which are effective January 27, 2012.  Those rules impact a relatively narrow class of issuers, but Forms 10-K and 10-Q have been renumbered.  The SEC has announced a 2012 rulemaking schdule, but any final rules are not expected to impact those holding meetings early in 2012.]

Given regulatory delays, at this time there are relatively few new items to consider on our proxy statement checklist.  If that holds constant, the season’s debate will likely focus on three items.  First, shareholder proposals for “private ordering” of proxy access under Rule 14a-8 are likely to be submitted given the SEC’s decision not to challenge the invalidation of the proxy access rules.  Second, issuers who held say-on-pay votes are required by Regulation S-K Item 402(b)(1)(vii) to discuss whether, and if so how, the registrant considered the advisory vote on executive compensation in determining compensation policies and decisions and how that affected the registrant’s executive compensation decisions and policies.  Third, and perhaps most importantly, issuers should review last years say-on-pay results, changes to executive compensation packages and determine an approach to this year’s say-on-pay vote.

Here is our preliminary checklist with some commentary which follows on some of the key items.

Item Status
   
   
Proxy Statements  
   
1.  Say-on-pay exemption for smaller reporting companies:  Companies that qualified as “smaller reporting companies” as of January 21, 2011, including newly public companies that qualify as smaller reporting companies after January 21, 2011, are not subject to the say-on-pay rules until the first annual or other meeting of shareholders at which directors will be elected and for which the rules of the SEC require executive compensation disclosure pursuant to Item 402 of Regulation S-K occurring on or after January 21, 2013. Effective
2.  Say-on-pay advisory vote: Whether issuers are required to include a say-on-pay advisory vote depends on what frequency the Board adopted last year after giving effect to the shareholder advisory vote on frequency.  If a say-on-pay vote is included: Effective
  • Rule 14a-21(a):  Resolution for an advisory vote on compensation of named executive officers as disclosed pursuant to Item 402 of Regulation S-K
 Effective
  • Item 24 of Schedule 14A:  Required disclosure that advisory votes under 14A-21 are included pursuant to Section 14A of the Exchange Act and the general effect of each such vote. 

 

 Effective

 

 Effective
3.  Other say-on-pay disclosures where a prior vote was held: Effective
  • S-K Item 402(b)(1)(vii):  Disclose in the CD&A the extent to which previous shareholder say-on-pay votes has been considered.
 Effective
  • Item 24 of Schedule 14A:  Disclose current frequency of shareholder advisory votes on executive compensation and when the next shareholder advisory vote will occur.

 

 Effective
4.  Say-on-pay frequency vote Effective
  • Rule 14a-21(b):  A frequency vote must be held every six calendar years.  For most issuers the next frequency vote will be for the 2017 proxy season.
 Effective
  • Rule 14a-21(b): Resolution on advisory vote as to whether say-on-pay vote shall be held every one, two or three years.

 

 Effective
  • Rule 14a-4(b)(3):  Form of proxy—must offer choice between 1, 2 or 3 years or abstain.

 

 Effective
5.  “Private ordering” permitting shareholder proxy access proposals under Rule 14a-8 Effective
  • No additional issuer disclosures are necessary unless a proposal is received.
 Effective
  • See further information below.
 Effective
   
Awaiting SEC Action  
   
1.   Compensation committees, consultants and advisers  (Section 952 of the Dodd-Frank Act)

  • Independent compensation committee
  • Authority of committee to retain consultants and advisers
  • Compensation consultants conflict of interest

 

 Proposed rules have been published; Final rules expected prior to July 1, 2012 but action by exchanges will be necessary to implement most of the final rules.
   
2.   Pay for performance disclosures (Section 953 of the Dodd-Frank Act)

  • Demonstrate relationship between compensation actually paid and the financial performance of the issuer
 No proposed rules have been published.  Proposed rules expected prior to July 1, 2012; Final rules expected between July and December 2012.
   
3.   Pay disparity ratio (Section 953 of the Dodd-Frank Act)

  • Annual compensation of CEO
  • Median total compensation of all employees other than the CEO
  • Ratio of median total compensation to CEO compensation
 No proposed rules have been published.  Proposed rules expected prior to July 1, 2012; Final rules expected between July and December 2012.
   
4.   Clawback requirements  (Section 954 of the Dodd-Frank Act)

  • Disclosure of policy on incentive-based compensation based on financial information
  • Clawback in the event of an accounting restatement
No proposed rules have been published.  Proposed rules expected prior to July 1, 2012; Final rules expected between July and December 2012.
   
5.   Disclosure of hedging policy (Section 955 of the Dodd-Frank Act)

  • Disclose whether directors or employees are permitted to hedge company securities
 No proposed rules have been published.  Proposed rules expected prior to July 1, 2012; Final rules expected between July and December 2012.
   
6.   Disclosures regarding Chairman/CEO Structure (Section 972 of the Dodd-Frank Act)      –Disclose why the issuer has chosen the same or different  persons as chairman of the board or CEO (Deadline–January 11, 2011) No proposed rules have been published.  SEC has not indicated a timeline or whether current disclosures satisfy this requirement.
   
7.   Conflict mineral disclosure (Section 1502 of the Dodd-Frank Act) Proposed rules have been published; Final rules expected by July 1, 2012.
   
8.   Disclosures of payments made by resource extraction issuers (Section 1504 of the Dodd-Frank Act) Proposed rules have been published; Final rules expected by July 1, 2012.
   
9.   Short-Term Borrowings Disclosure (Release No. 33-9143) Proposed rules have been published.  The SEC has not given a dated for expected final rule making.
   
Other reminders  
   
1.  Disclosure regarding mine safety information (Section 1503 of the Dodd-Frank Act) Currently effective; Final rules have been published which are effective January 27, 2012.
   
2.  Determine effect of XBRL phase-in on periodic reports and registration statements

  • See further notes below
 Currently effective.
   
   
   

Proxy Access and Rule 14a-8

The Court of Appeals invalidated the SECs proxy access rules.  The proxy access rules permitted shareholders to include shareholder nominees in company proxy statements under certain circumstances.  As of this date, the SEC has not taken steps to re-propose the rules.

When the SEC adopted the proxy access rules, it also adopted amendments to Rule 14a-8.  The amendments to Rule 14a-8 provide that public companies will no longer be able to rely on Rule 14a-8(i)(8) to exclude a proposal seeking to establish a procedure in a company’s governing documents for the inclusion of one or more shareholder nominees for director in a company’s proxy statement.  While the amendments to Rule 14a-8 were stayed by the SEC in connection with the proxy access litigation, the stay is no longer effective.  The revisions to Rule 14a-8 are a potent weapon for activist investors that we have long advised clients could create far more issues than the now vacated proxy access rules.

We recommend public companies monitor any developments related to Rue 14a-8 that could potentially affect the upcoming proxy season.

XBRL

It is hard to explain in a concise way, exactly what XBRL, as applied to public companies, is.  To try to make a long story short, financial statements included in certain public filings must be recast and attached as exhibits to SEC filings in the XBRL format, or to use the SEC’s words, interactive data format.  According to the SEC, in this format, financial statement information could be downloaded directly into spreadsheets, analyzed in a variety of ways using commercial off-the-shelf software, and used within investment models in other software formats.

During 2011, large accelerated filers with a non-affiliated public float of less than $5 billion became subject to the XBRL rules for detailed tagging of financial statements footnotes.  In addition, all remaining smaller issuers became subject to the XBRL rules which required XBRL exhibits with certain filings and block tagging of footnotes.

During 2012, all remaining issuers will become subject to the XBRL rules which require detailed tagging of financial statement footnotes for filings which include financial statements for a period that ends on or after June 15, 2012.  For calendar year issuers this will generally the second quarter Form 10-Q.  See Regulation S-T Rule 405(f).  Issuers first subject to the detailed footnote tagging requirements can take advantage of a 30-day grace period for the first filing.

The XBRL rules also apply to registration statements.  Application of the rules depends in part on the type of registration statement filed.  Note that for registration statements filed on Form S-1, it appears both the audited financial statements and the interim financial statements will have to include detailed footnote tagging if the Form S-1 includes financial statements for a period ending after June 15, 2012 (at least where incorporation by reference is not used).  That appears to be the case even if the financial statements for Form 10-K were not required to include detailed footnote tagging.  As a result, issuers considering PIPEs should plan accordingly.  If that is a real possibility those issuers might consider detail tagging footnotes in Form 10-K to prevent doing the XBRL preparation twice.

Rule 406T of Regulation S-T includes certain relaxed liability provisions for XBRL filings which phase out.  For large accelerated filers with a non-affiliated public float of less than $5 billion, those provisions will end during 2012, specifically two years after such issuers were first required to submit XBRL filings.  For other smaller issuers the relaxed liability provisions will be available into 2013.

Check dodd-frank.comfrequently for updates on the Dodd-Frank Act and other important securities law matters.

The FDIC has adopted two rules regarding resolution plans.  One rule addresses insured depository institutions, while the other addresses bank holding companies and certain systematically important entities.

Insured Depository Institutions

The FDIC has approved an Interim Final Rule that would require an insured depository institution with $50 billion or more in total assets to submit periodic contingency plans to the FDIC for resolution in the event of the financial institution’s failure. The rule requires these insured institutions to submit a resolution plan that will enable the FDIC, as receiver, to resolve the bank to ensure that depositors receive access to their insured deposits within one business day of the institution’s failure, maximize the net present value return from the sale or disposition of its assets and minimize the amount of any loss to be realized by the institution’s creditors.

The Interim Final Rule enables the FDIC to perform its resolution functions most efficiently by requiring the largest insured depository institutions to engage in extensive planning that will, in cooperation with the FDIC, enhance the FDIC’s ability to reduce losses to the Deposit Insurance Fund and resolve the institutions in a manner that limits any disruption from their insolvency. The Interim Final Rule also sets specific standards for the resolution plans, including requiring a strategic analysis of the plan’s components, a description of the strategies for achieving the least costly resolution, and analyses of the financial company’s organization, material entities, interconnections and interdependencies, and management information systems among other elements.

Currently, 37 insured depository institutions are covered by the interim final rule. Those institutions held approximately $3.6 trillion in insured deposits or nearly 60% of all insured deposits as of December 31, 2010.

Bank Holding Companies and Other Entities

The FDIC also approved a final rule to be issued jointly by the FDIC and the Federal Reserve Board to implement Section 165(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This provision requires bank holding companies with assets of $50 billion or more and companies designated as systemic by the Financial Stability Oversight Council to report periodically to the FDIC and the Federal Reserve the company’s plan for its rapid and orderly resolution in the event of material financial distress or failure.

 The Final Rule requires the company to describe its plan of how it could be resolved in a bankruptcy proceeding. The goal is to achieve a rapid and orderly resolution of an organization in such a way as not to cause a systemic risk to the financial system. The final rule also sets specific standards for the resolution plans, including requiring a strategic analysis of the plan’s components, a description of the range of specific actions to be taken in the resolution, and analyses of the company’s organization, material entities, interconnections and interdependencies, and management information systems among other elements.

Submission of resolution plans will be staggered based on the asset size of a covered company’s U.S. operations. Companies with $250 billion or more in non-bank assets must submit plans on or before July 1, 2012; companies with $100 billion or more in total non-bank assets must submit plans on or before July 1, 2013; and companies that predominately operate through one or more insured depository institutions must submit plans on or before December 31, 2013. Plans are required to be updated annually. A company that experiences a material event after a plan is submitted has 45 days to notify regulators of the event.

Check dodd-frank.comfrequently for updates on the Dodd-Frank Act and other important securities law matters.

Section 967(c) of the Dodd–Frank Wall Street Reform and Consumer Protection Act requires that “Not later than the end of the 6-month period beginning on the date the consultant issues the report under subsection (b), and every 6-months thereafter during the 2-year period following the date on which the consultant issues such report, the SEC shall issue a report to the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate describing the SEC’s implementation of the regulatory and administrative recommendations contained in the consultant’s report.”  The Staff of the SEC has issued a  Progress Report required by Section 967(c) for the period between March 10, 2011 and September 9, 2011.

 

More specifically, the Dodd–Frank Act directed the SEC to engage an independent consultant to conduct a broad and independent assessment of the SEC’s internal operations, structure, funding, and the agency’s relationship with Self-Regulating Organizations, or SROs. Issued in March 2011, the consultant’s study provided 16 optimization initiative recommendations designed to increase the SEC’s efficiency and effectiveness. In the six months since the study was issued, the SEC believes it has developed the necessary program management and oversight infrastructure to address the next step in the agency’s on-going multi-year change initiative: conducting a thorough analysis of each recommendation and designing appropriate approaches for those recommendations selected for implementation.

 

Over the next six months, the SEC believes significant work will have been done within each workstream to analyze the Boston Consulting Group’s recommendations and recommend what, if any, actions should be taken.  As the analysis completes, the agency will develop implementation options, then create a time-phased, multi-year implementation plan that accounts for constraints in the agency budget, management time, and agency priorities. The agency will focus on assessing the schedule, costs, and management bandwidth required for each initiative; identifying cross-work-stream integration points; and developing a detailed prioritization and implementation plan that sequences the various implementation activities. It is at that time the SEC believes that trade-offs and hard decisions must be made about how to best expend resources, time and funding.

 

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

The Municipal Securities Rulemaking Board, or MSRB, has issued an advisory on the potential applicability of MSRB rules to certain municipal finance transactions that have become popularly known as bank products, but may in fact entail securities transactions triggering specific regulatory requirements. The advisory covers certain financings called “bank loans” that could, depending on the nature of the transactions, be placements of municipal securities, as well as certain “direct purchases” by banks of issuers’ securities that are subsequently restructured so significantly that they may constitute primary offerings of securities.

A broker-dealer serving as a placement agent for municipal securities or for a direct purchase by a bank of municipal securities is subject to all MSRB rules and other federal securities laws. The MSRB’s advisory notes that these include the obligation to report primary offerings under MSRB Rule G-32. Other applicable MSRB rules include those covering trade reporting, fair dealing, CUSIP numbers, pay to play prohibitions and underwriting assessments.

Furthermore, a municipal advisor that advises a state or local government issuer on the issuance municipal securities (including the direct purchase by a bank of the issuer’s securities followed by a restructuring of the securities that is considered a primary offering of municipal securities) is subject to MSRB municipal advisor rules. Such a municipal advisor would be subject to the new federal fiduciary duty to the issuer established under the Dodd-Frank Act.

Many bank financings involve the issuance of a note. In the case of Reves v. Ernst & Young, Inc., 494 U.S. 56 (1990), the U.S. Supreme Court set forth factors used to determine whether a note is a security. The MSRB’s advisory discusses each of these factors and suggests dealers and municipal advisors that play a role in bank financings evidenced by notes should consult with their counsel on whether the note is a security under Reves.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

The Municipal Securities Rulemaking Board, or MSRB, announced that it is delaying its municipal advisor rule proposals currently before the SEC.

According to the MSRB, the MSRB has been seeking to provide clarity to the municipal advisors registered under the SEC’s temporary registration rule by advancing a core set of rules. However, given substantial concern regarding the timing of a permanent municipal advisor definition, the MSRB is delaying its proposed rules on fiduciary duty, pay to play, fair dealing, supervision, gifts and assessments until the SEC adopts a permanent definition under the Securities Exchange Act of 1934.

The MSRB has a statutory mandate under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) to protect municipal entities and regulate municipal advisors. The MSRB stated it has sought to fulfill its Congressional mandate by soliciting broad input, issuing draft rules, seeking public comment and proposing core municipal advisor rules. Before the MSRB proposed its rules, it believes it took into account the potential breadth of the definition of municipal advisor under the SEC proposal. However, the MSRB is concerned that because the definition has not been finalized, some firms and individuals will not participate in the SEC comment process on the MSRB proposals.

The MSRB’s rulemaking process for municipal advisors will continue. Once municipal professionals have certainty from the SEC regarding who is covered by the MSRB rules, the MSRB’s rule proposals will be resubmitted to the SEC for approval.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

The Consumer Financial Protection Bureau, or CFPB, has announced that it is seeking public input on consumer financial products and services tailored to servicemembers and their families. The information provided will help the CFPB’s Office of Servicemember Affairs, or OSA, to develop financial education and outreach initiatives for military families.  The OSA is headed by Holly Petraeus.

The Dodd-Frank Wall Street Reform and Consumer Protection Act charged the CFPB with, among other things, educating and empowering servicemembers and their families to make better informed decisions when choosing financial services and products. In keeping with this commitment, the CFPB is asking consumers, financial service providers, organizations, and other members of the public to provide information on consumer financial products and services aimed at servicemembers.

The OSA is seeking information on:

  • Products and Services: The consumer financial products and services that are currently offered to or used by servicemembers and their families, including those that are specifically tailored to their unique financial needs.
  • Education: The financial education opportunities that are offered to servicemembers and their families, both in person and online.
  • Programs: The types of programs, policies, accommodations, and benefits that financial service providers currently provide to servicemembers and their families that may exceed those required by statute.
  • Homeowner Assistance: The types of unique assistance offered by financial service providers to servicemembers and their families who are distressed homeowners, such as: mortgage modifications; accommodations for servicemembers with Permanent Change of Station Orders; and assistance for wounded, ill or injured servicemembers or surviving spouses of deceased servicemembers.
  • Marketing and Communication: The marketing and communication strategies that are currently used to inform servicemembers and their families of consumer financial products and services, and those that are most and least effective.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

The SEC previously released a staff study on enhancing investment adviser examinations required by Section 914 of the Dodd-Frank Act.  The staff noted the SEC faces significant capacity challenges in examining registered investment advisers.  Some of the recommendations of the staff were that Congress should consider:

  • Authorizing one or more self regulatory organizations, or SROs, to examine, subject to SEC oversight, all SEC-registered investment advisers; or
  • Authorizing FINRA to examine dual registrants for compliance with the Investment Advisers Act.

As a result, on September 13, 2011, the House Committee on Financial Services will hold a hearing to consider proposals to improve investment adviser oversight.  As part of that hearing it will consider a draft bill titled the Investment Oversight Act of 2011.  The bill would require investment advisers to be a member of a registered national investment adviser association.  The bill however would exempt most advisors to hedge funds, private equity funds and venture capital funds from such registration.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

 

The CFTC has adopted two proposed rules on what it calls “implementation phasing.” This relates to the timeline under which various market participants will bring their swap transactions into compliance with new regulatory requirements, including mandatory clearing and trading, as well as swap dealer documentation and margining requirements.

The first rule proposes a schedule for phasing in compliance with the swap clearing and trading mandates. Market participants would be required to comply with a CFTC-issued clearing mandate within three, six or nine months, depending on the swap’s counterparties. This timeline would begin after the effective date of a mandatory clearing determination (a mandatory clearing determination is a process in which a clearinghouse submits a swap to the CFTC to determine whether clearing is mandatory). In addition, the proposal states that no market participant would be required to comply with the clearing mandate before the CFTC finalizes certain key rules.

The second proposal is an implementation schedule for previously proposed rules on swap trading documentation requirements and margin requirements for uncleared swaps. The proposed compliance schedule would apply to swap dealers and major swap participants that are registered with the CFTC, and would allow for a three, six or nine-month compliance timeline, depending on a swap dealer’s counterparty.

CFTC Chairman Gensler, in his opening remarks, also addressed a tentative schedule for finalizing the Dodd-Frank rules.  The time frame is summarized below:

Rules to be addressed during the remainder of 2011:

  • Clearinghouse Rules
  • Data Recordkeeping and Reporting
  • End-User Exception
  • Entity Definitions/Registration
  • External Business Conduct
  • Internal Business Conduct (Duties, Recordkeeping and Chief Compliance Officers)
  • Position Limits
  • Product Definitions/Commodity Options
  • Real-Time Reporting
  • Segregation for Cleared Swaps
  • Trading – Designated Contract Markets and Foreign Boards of Trade

 Rules to be addressed during the first quarter 2012:

  • Capital and Margin
  • Client Clearing Documentation and Risk Management
  • Conforming Rules
  • Disruptive Trading Practices
  • Governance and Conflict of Interest
  • Internal Business Conduct (Documentation)
  • Investment of Customer Funds
  • Swap Execution Facilities
  • Segregation for Uncleared Swaps
  • Straight-Through Trade Processing

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

SEC Rule 14a-11 allowed a shareholder (or group of shareholders) to include a shareholder nominee, in certain limited circumstances, in a public company’s proxy statement. The Business Roundtable and the US Chamber of Commerce challenged the rule before the Court of Appeals for the District of Columbia.  The Court of Appeals for the District of Columbia issued a decision which vacated Rule 14a-11.

The SEC has confirmed that it is not seeking rehearing of the decision  vacating Rule 14a-11. Nor will the SEC seek Supreme Court review.

While the proceeding was pending, the SEC stayed application of Rule 14a-11, and an amendment to Rule 14a-8 which was adopted at the same time.  Under the amendments to Rule 14a-8, eligible shareholders are permitted to require companies to include shareholder proposals regarding proxy access procedures in company proxy materials.  The amendments to Rule 14a-8 were not challenged in the current litigation.

The SEC’s stay order provided that the stay of the effective date of the amendments to Rule 14a-8 and related rules will expire without further SEC action when the court’s decision is finalized, which is expected to be September 13.  Accordingly, absent further Commission action, Rule 14a-8 will go into effect and a notice of the effective date of the amendments will be published.

More specifically, the amendments to Rule 14a-8 provide that public companies will no longer be able to rely Rule 14a-8(i)(8) to exclude a proposal seeking to establish a procedure in a company’s governing documents for the inclusion of one or more shareholder nominees for director in a company’s proxy statement.

The revisions to Rule 14a-8 are a potent weapon for activist investors that we have long advised clients could create far more issues than the now vacated proxy access rules.  The reason is simple:  There are no onerous ownership or length of holding thresholds.  Under Rule 14a-8, a shareholder need only own $2,000 worth of stock and have held it for one year.  Long time Rule 14a-8 activists like John Chevedden may have a field day.  Well funded activists may become disruptive.

That being said, these new rules may be tempered by state law.  For instance, for companies incorporated in the State of Minnesota, a shareholder must own 3% of the outstanding common stock in order to make a binding by-law proposal.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

Mutual funds have begun disclosing their say-on-pay votes.  The disclosures are being made on Form N-PX.  Here is an example of the disclosure that T. Rowe Price Index Trust, Inc. made when they apparently voted against Abercrombie & Fitch Co.’s executive pay:

ABERCROMBIE & FITCH CO.

Ticker:       ANF            Security ID:  002896207

Meeting Date: JUN 16, 2011   Meeting Type: Annual

Record Date:  APR 27, 2011

#     Proposal                                                         Mgt Rec   Vote Cast    Sponsor

1     Elect Director Lauren J. Brisky                     For       For          Management

2     Elect Director Archie M. Griffin                   For       For          Management

3     Elect Director Elizabeth M. Lee                   For       For          Management

4     Elect Director Michael E. Greenlees            For       For          Management

5     Elect Director Kevin S. Huvane                   For       For          Management

6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

7     Advisory Vote to Ratify Named Executive For       Against      Management

      Officers’ Compensation

8     Declassify the Board of Directors                For       For          Management

9     Ratify Auditors                                             For       For          Management

10    Amend Omnibus Stock Plan                       For       For          Management

11    Amend Omnibus Stock Plan                       For       For          Management

12    Require Independent Board Chairman      Against   For          Shareholder

Want to know who voted for and against your executive compensation?  Try these steps using EDGAR’s full text search engine:

  • From the SEC home page, select “Search for Company Filings”
  • Select “Full text search” on the next page
  • Select “Advanced search page” on the next page
  • In the Search for text box, enter your company’s name.  Then select Form N-PX from the drop down box.  Then press “Search”.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.