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Category Archives: Securities Law

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 March 1990. The new booklet also replaces section 563, “Government Securities Act,” issued in May 1998 as part of the Office of Thrift Supervision (OTS) Examination Handbook for the examination of federal savings associations (FSA). The “Government Securities Act” booklet

  • summarizes the GSA and provides guidance to OCC examiners for evaluating compliance with GSA regulations.
  • provides guidance to OCC examiners for evaluating compliance with the applicable sections of the record-keeping and confirmation requirements of 12 CFR 12 (for national banks) and 12 CFR 151 (for FSAs) and the government securities sales practices (suitability requirements) of 12 CFR 13.

After a succession of highly publicized failures of government securities broker and dealers in the mid-1970s to the mid-1980s, Congress exercised its authority over the largely unregulated government securities market by passing the GSA (15 USC 78o-5). The GSA directed the Secretary of the Treasury to write regulations for the government securities market, and the OCC is statutorily required to enforce the regulations as they apply to OCC-supervised banks. The GSA regulations apply to dealer banks, as well as banks with limited government securities activities (non-dealer banks). In particular, non-dealer banks are subject to GSA regulations related to hold-in-custody repurchase agreements, due bills, large position reporting, custodial holdings of government securities, and record-keeping requirements. Throughout the booklet, reference is made to the applicability of the GSA regulations to dealer banks and non-dealer banks. In addition, the booklet contains separate examination procedures for dealer banks and non-dealer banks.The issuance of this booklet rescinds the following guidance:

  • The “Securities Activities” booklet of the Comptroller’s Handbook for Compliance.
  • Pages 37-41 of the “Investment Securities” booklet of the Comptroller’s Handbook. The remainder of this booklet will be rescinded when the updated “Investment Securities” booklet of the Comptroller’s Handbook is issued.
  • OTS Examination Handbook, section 563, “Government Securities Act” (and related program and appendix).
  • Advisory Letter 1997-5, “Treasury’s Large Position Record-Keeping and Reporting Rules” (May 15, 1997).”

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

SEC Issues Annual Staff Reports on Credit Rating Agencies

[December 23, 2014] “the Securities and Exchange Commission issued its annual staff report on the findings of examinations of credit rating agencies registered as nationally recognized statistical rating organizations (NRSROs) and submitted a separate report on NRSROs to Congress. “These reports provide the most current and comprehensive picture of the credit rating industry,” said SEC ChairContinue Reading

SEC Office of the Investor Advocate Report FY2014

REPORT ON ACTIVITIES FISCAL YEAR 2014 – Office of the Investor Advocate. “THE OFFICE OF THE INVESTOR ADVOCATE was established pursuant to Section 915 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as codified under Section 4(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78d(g). Exchange Act SectionContinue Reading

Home Depot SEC Filing – Pretax Breach Cost $43 million

eSecurity Planet – “In a recent SEC filing, Home Depot stated that a recent data breach that exposed 56 million credit cards and 53 million email addresses cost the company $43 million in the third quarter of 2014 alone. Specifically, Home Depot says it “recorded $43 million of pretax expenses related to the data breach, partially offsetContinue Reading

How the SEC Helps Speedy Traders

Jackson, Robert J. and Mitts, Joshua, How the SEC Helps Speedy Traders (November 6, 2014). Available for download at at SSRN: or “We show that the Securities and Exchange Commission’s system for disseminating market-moving information in securities filings gives some investors an advantage over others. We describe two systems — the SEC’s fileContinue Reading

Conflict Minerals and Resource Extraction: Dodd-Frank, SEC Regulations, and Legal Challenges

Conflict Minerals and Resource Extraction: Dodd-Frank, SEC Regulations, and Legal Challenges. Michael V. Seitzinger, Legislative Attorney; Kathleen Ann Ruane, Legislative Attorney. October 15, 2014. “Two sections of the Dodd-Frank Wall Street Reform and Protection Act (Dodd-Frank) require that the Securities and Exchange Commission (SEC or Commission) issue regulations to make public the involvement of U.S. companies in conflict minerals and inContinue Reading

A Real Fix for Credit Ratings – Brookings

Ann Rutledge and Robert E. Litan: “The failure of credit ratings agencies to do their job – warn investors of the true risks entailed by the subprime mortgage securities they rated – was at the heart of the financial crisis. Policy makers since have wrestled with how to “fix” the ratings process going forward. Although the SecuritiesContinue Reading

Whistleblowers Silenced by Non-Disclosure Agreements – Focus on SEC

POGO – “On July 25, the Project On Government Oversight, along with more than 50 other organizations, sent a letter to the Securities and Exchange Commission (SEC) expressing concern over the growing problem of silencing whistleblowers. Many companies regulated by the SEC are now requiring employees reporting misconduct to sign non-disclosure agreements (NDAs) that undermine the forceContinue Reading

SEC Clamps Down On XBRL Filing Holdouts – InformationWeek

“The Securities and Exchange Commission is clamping down on public companies that fail to submit their financial disclosure statements as structured data, agency officials said. The SEC’s Division of Corporation Finance sent letters on July 7 to an unspecified number of companies that are not submitting their financial disclosure statements as machine-readable, structured data. The move comesContinue Reading

High-Frequency Trading: Background, Concerns, and Regulatory Developments

CRS – High-Frequency Trading: Background, Concerns, and Regulatory Developments. Gary Shorter, Specialist in Financial Economics; Rena S. Miller, Specialist in Financial Economics. June 19, 2014. “On May 6, 2010, the Dow Jones Industrial Average (DJIA), a broad stock index, fell by nearly 1,000 points over the course of several minutes and then quickly rebounded. This was one of the largest intradayContinue Reading