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Banking and Finance

The SEC’s Busy Rule-Making Agenda

In many instances, the Dodd-Frank Wall Street Reform and Consumer Protection Act merely set a framework for financial reform and left much of the heavy lifting to the financial regulatory agencies. The SEC published their agenda for the implementation of Dodd-Frank.

It is a long list. Compliance leaders are going to very busy keeping track of the new regulations. The hard part is then figuring out how to implement them and get in compliance by the July 21, 2011 deadline set by the law.

Here is what the SEC wants to address in the next three months:

October - December 2010 (planned)


  • § 342: Establish new Office of Women and Minority Inclusion

Oversight of Investment Advisers

  • §§ 404 and 406: Propose (jointly with the CFTC for dual-registered investment advisers) rules to implement reporting obligations on investment advisers related to the assessment of systemic risk
  • §§ 407 and 408: Propose rules implementing the exemptions from registration for advisers to venture capital firms and for certain advisers to private funds
  • § 409: Propose rules defining "family office"
  • § 410: Propose rules and changes to forms to implement the transition of mid-sized investment advisers (between $25 and $100 million in assets under management) from SEC to State regulation, as provided in the Act
  • § 418: Propose rules to adjust the threshold for "qualified client"

Exempt Offerings

  • § 413: Propose rules to revise the "accredited investor" standard
  • § 926: Propose rules disqualifying the offer or sale of securities in certain exempt offerings by certain felons and others similarly situated


  • § 712: Propose rules, jointly with the CFTC, regarding "mixed swaps"
  • § 712: Propose rules, jointly with the CFTC, further defining key terms used in the Act
  • § 712: Propose rules, jointly with the CFTC, concerning record-keeping by swap data repositories with respect to security-based swap agreements
  • § 712: Propose rules, jointly with the CFTC, concerning record-keeping by swap dealers and major swap participants with respect to security-based swap agreements
  • § 763: Propose anti-fraud rules for security-based swaps
  • §§ 763 and 766: Propose rules on trade reporting, data elements, and real-time public reporting for security-based swaps
  • § 763: Propose rules regarding the registration and regulation of security-based swap data repositories
  • § 763: Propose rules regarding mandatory clearing of security-based swaps
  • § 763: Propose rules regarding the end-user exception to mandatory clearing of security-based swaps
  • § 763: Propose rules for clearing agencies for security-based swaps
  • § 763: Propose rules regarding the registration and regulation of security-based swap execution facilities
  • § 764: Propose rules regarding the registration and regulation of security-based swap dealers and major security-based swap participants
  • § 765: Propose rules regarding conflicts of interest for clearing agencies, execution facilities, and exchanges involved in security-based swaps
  • § 766: Adopt interim final rule for reporting of security-based swaps entered into before the enactment of the Act

Clearing & Settlement

  • § 805: Propose rules regarding standards for clearing agencies designated as systemically important
  • § 806: Propose rules regarding the process to be used by designated clearing agencies to provide the SEC notice of certain proposed changes

Investor Advocate

  • § 915: Establish new Office of the Investor Advocate; appoint Investor Advocate

Market Oversight

  • § 916: Adopt streamlined procedural rules regarding filings by self-regulatory organizations
  • § 929W: Propose revisions to rules regarding due diligence for the delivery of dividends, interest and other valuable property to missing securities holders
  • § 956: Propose rules (jointly with other regulators) regarding disclosure of, and prohibitions of certain, executive compensation structures and arrangements


  • § 922: Propose rules to implement a Whistleblower Incentives & Protection Program
  • § 922: Report to Congress on Whistleblower Program
  • § 924: Establish Whistleblower Office

Credit Ratings

  • § 932: Establish new Office of Credit Ratings
  • § 939B: Revise Regulation FD to remove exemption for entities whose primary business is the issuance of credit ratings

Asset-Backed Securities

  • § 621: Propose rules prohibiting material conflicts of interests between certain parties involved in asset-backed securities and investors in the transaction
  • § 941(c)(1): Report by the Federal Reserve Board, after consulting with the SEC and others, regarding the impact on each class of asset-backed securities on risk retention requirements
  • § 941: Propose rules (jointly with others) regarding risk retention by securitizers of asset-backed securities, and implementing the exemption of qualified residential mortgages from this prohibition
  • § 943: Propose rules regarding the use of representations and warranties in the asset-backed securities market
  • § 945: Propose rules regarding asset-backed securities' issuers' responsibilities to conduct and disclose a review of the assets

Corporate Governance & Disclosure

  • § 951: Propose rules regarding shareholder votes on executive compensation, golden parachutes
  • § 951: Propose rules regarding disclosure by investment advisers of votes on executive compensation
  • § 952: Propose exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; propose disclosure rules regarding compensation consultant conflicts
  • § 1502: Propose rules regarding disclosure related to "conflict minerals"
  • § 1503: Propose rules regarding disclosure of mine safety information
  • § 1504: Propose rules regarding disclosure by resource extraction issuers


  • § 961: Report and certification to Congress regarding internal supervisory controls
  • § 963: Public report on management's assessment of the effectiveness of the agency's internal controls over financial reporting
  • § 967: Award Independent Consultant Contract

Municipal Securities

  • § 975: Propose permanent rules for the registration of municipal advisors
  • § 979: Establish new Office of Municipal Securities


  • § 989G: Request for public comment related to study regarding reducing the costs to smaller issuers (with market capitalization between $75 million and $250 million) for complying with § 404(b) of the Sarbanes-Oxley Act of 2002, while maintaining investor protections for such companies

Hopefully there won't be a sacrifice of quality giving that they need to deal with such a large quantity of new regulations.


For additional commentary on developments in compliance and ethics, visit Compliance Building, a blog hosted by Doug Cornelius.