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Category Archives: Securities Law

SEC Re-Proposes Rules on Security-Based Swaps

Harvard Law School Forum on Corporate Governance and Financial Regulation:  SEC Re-Proposes Rules on Arranging, Negotiating or Executing Security-Based Swaps, Annette L. Nazareth, Davis Polk & Wardwell LLP,

“On May 13, 2015, the SEC published proposed amendments and re-proposed rules on the application of certain Title VII requirements to cross-border security-based swap activities of non-U.S. persons based on U.S. conduct. The proposed rules would modify numerous prior SEC proposals and final rules, including the May 2013 proposed rules on the cross-border application of security-based swap regulations, the August 2014 final cross-border definitions and de minimis rules and the March 2015 reporting final rules. Notably, the proposed rules would:

  • replace the SEC’s prior proposed cross-border conduct standard—“transactions conducted within the United States”—with a standard based on dealing activity of non-U.S. persons that is arranged, negotiated or executed by personnel (or personnel of an agent) located in a U.S. branch or office (“U.S.-Located Personnel”);
  • amend the SEC’s final rules on calculating the de minimis threshold to incorporate the revised cross-border conduct standard to determine whether a non-U.S. person engaged in dealing activity must register as a security-based swap dealer;
  • generally apply the proposed external business conduct rules (other than those relating to diligent supervision) to non-U.S. persons based on location of conduct, while applying risk-based rules, such as mandatory clearing and trade execution, based on the identity of the counterparties holding the risk; and
  • amend the scope of the security-based swap reporting rules to include certain transactions involving non-U.S. persons that are: (i) entered into by non-U.S. persons in connection with dealing activity and that are arranged, negotiated or executed by a party’s personnel located in the United States, (ii) executed on U.S.-located trading platforms, and (iii) effected by or through registered broker-dealers, including registered security-based swap execution facilities (“SBSEFs”)….”

Disclosure of Material Information: A Cross-National Comparison

Baker, H. Kent and Haslem, John A., Disclosure of Material Information: A Cross-National Comparison (June 4, 2015). International Journal of Accounting Education and Research, Vol. 13, No. 1, pp. 1-16, Fall 1977 (With Robert H.Chenhall and Roger H. Juchau). Available for download at SSRN: “In recent years the controversy over disclosure and materiality inContinue Reading

New GAO Reports: Homeland Security, SEC’s Internal Controls, SEC Oversight of FINRA, Southwest Border, Needy Families, USAID

Homeland Security: Actions Needed to Better Manage Security Screening at Federal Buildings and Courthouses, GAO-15-445: Published: Mar 31, 2015. Publicly Released: Apr 30, 2015. Management Report: Improvements Needed in SEC’s Internal Controls and Accounting Procedures, GAO-15-387R: Published: Apr 30, 2015. Publicly Released: Apr 30, 2015. Securities Regulation: SEC Can Further Enhance Its Oversight Program ofContinue Reading

SEC Staff and FINRA Issue Report on National Senior Investor Initiative

“With the Social Security Administration estimating that each day for the next 15 years, an average of 10,000 Americans will turn 65, the staff of the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) today issued a report to help broker-dealers assess, craft, or refine their policies and procedures for investorsContinue Reading

Is the Price Right? An Empirical Study of Fee-Setting in Securities Class Actions

Baker, Lynn A. and Perino, Michael A. and Silver, Charles, Is the Price Right? An Empirical Study of Fee-Setting in Securities Class Actions (February 11, 2015). Columbia Law Review, 2015, Forthcoming; U of Texas Law, Law and Econ Research Paper; St. John’s Legal Studies Research Paper No. 15-0003. Available at SSRN: “Every year, feeContinue Reading

Role of Academics and Industry in Improving Equity Market Structure

The Role of Academics and Industry in Improving Equity Market Structure, Michael S. Piwowar, Commissioner, U.S. Securities and Exchange Commission, on March 21, 2015. “Editor’s Note: Michael S. Piwowar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Piwowar’s recent remarks at the University of Notre Dame, Mendoza CollegeContinue Reading

Insider Trading in Commodities Markets

Verstein, Andrew, Insider Trading in Commodities Markets (February 21, 2015). Available for download at SSRN: or “In securities markets, insider trading is a crime. In commodities, insider trading is almost completely legal. This divergent treatment has long been accepted as appropriate, given perceived differences between the markets. For example, it has been thoughtContinue Reading

Who Regulates Whom and How? An Overview of U.S. Financial Regulatory Policy for Banking and Securities Markets

Who Regulates Whom and How? An Overview of U.S. Financial Regulatory Policy for Banking and Securities Markets. Edward V. Murphy, Specialist in Financial Economics. January 30, 2015. “Financial regulatory policies are of interest to Congress because firms, consumers, and governments fund many of their activities through banks and securities markets. Furthermore, financial instability can damageContinue Reading

Bitcoin: Questions, Answers, and Analysis of Legal Issues

CRS – Bitcoin: Questions, Answers, and Analysis of Legal Issues. Craig K. Elwell, Specialist in Macroeconomic Policy; Maureen Murphy, Legislative Attorney; Michael V. Seitzinger, Legislative Attorney, January 28, 2015 “Bitcoin first appeared in January 2009, the creation of a computer programmer using the pseudonym Satoshi Nakamoto. His invention is an open-source (its controlling computer codeContinue Reading

OCC Issues Government Securities Act booklet of the Comptroller’s Handbook

“The Office of the Comptroller of the Currency (OCC) issued today the Government Securities Act” booklet of the Comptroller’s Handbook. This new booklet, part of the Securities Compliance series, consolidates certain guidance from the Comptroller’s Handbook for Compliance, “Securities Activities” booklet, issued in September 1991, and the Comptroller’s Handbook booklet “Investment Securities,” issued in MarchContinue Reading

Research Shows XBRL Filing Costs Lower than Expected

AICPA: “EXtensible Business Reporting Language (XBRL) is a global data standard used for reporting business information in a computer-readable format. The standardization of business reporting information eliminates the costs associated with manually processing this data or using proprietary products that lock data in incompatible formats.  When it enacted the Final Rule for XBRL, the U.S.Continue Reading

SEC to Simplify Analysis of Corporate Financial Data

Pilot Program Will Be Expanded Next Year to Include Data in Footnotes By MARIA ARMENTAL, – Dec. 30, 2014 “The Securities and Exchange Commission has launched a program aimed at making it easier for investors to dig through and compare company financial filings. Under the program being tested, financial data the companies report will be organized into structuredContinue Reading