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Scorecard on Recent SEC Rulemaking

December 21, 2010

Under the Dodd-Frank Act, the SEC has engaged in significant rulemaking - [what, you thought staff members were simply ignoring your emails and calls?].  Here's what the Commission has accomplished, in part:

1.  Investment Advisers: 

  • Proposed new rules to facilitate the registration of advisers to hedge funds and other private funds with the SEC;
  • Implemented mandate to require reporting by certain advisers that are otherwise exempt from SEC registration;
  • Increased asset threshold for advisers to register with the SEC;
  • Defined "venture capital fund."

2.  Security-Based Swap ("SBS"). 

  • Proposed new rules for how SBS transactions should be reported and publicly disseminated.
  • Proposed new rules with requirements for SBS data repositories.
  • Proposed new rule to help prevent fraud, manipulation, and deception in connection with the offer, purchase or sale of any SBS swap - as well as in connection with ongoing payments and deliveries under a SBS.
  • Proposed rules to mitigate conflicts of interest for SBS clearing agencies, SBS execution facilities, and national securities exchanges that post SBS's or make them available for trading.
  • Adopted an interim rule requiring certain swaps dealers and others to report any SBS entered into prior to the 7/21/10 passage of Dodd-Frank - to apply only to such swaps whose terms had not expired as of that date.

3. Asset-Backed Securities ("ABS").  Proposed rules that would enhance ABS disclosure by:

  • Requiring registered ABS issuers to perform a review of the assets that underlie the ABS.
  • Requiring an ABS issuer to disclose the nature, findings and conclusions of this review of assets.
  • Requiring the issuer or underwriter for both registered and unregistered ABS offerings to disclose the findings and conclusions of any review performed by a 3rd party that was hired to conduct such a review.

4.  Whistleblower. 

  • Proposed whistleblower program and rules that would reward individuals who provide the SEC with high-quality tips that lead to successful enforcement actions.

5.  Say-on-Pay.

  • Proposed rules to enable shareholders to cast advisory votes on executive compensation and "golden parachute" arrangements.   [SEC Release 10-253, 12/20]