McGuireWoods LLP & McGuireWoods Consulting LLC
President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. This legislation is the most comprehensive rewrite of financial services law and regulation in a generation, and it will have a significant and lasting impact on companies of all kinds – not just financial services companies.
This informative session covers the securities law implications of this historic financial services reform package. In addition to hearing about the securities regulatory impact of the bill, you’ll learn the outcome of many important differences between the Senate and House versions of this legislation.
Topics include a discussion of the final bill's provisions relating to the following areas:
- Compensation & Related Public Disclosures
- Corporate Governance & Private Offerings
- OTC Derivatives
- Hedge Fund Provisions & The Volcker Rule
- Broker Dealer Provisions
- Investor Protection
- Municipal Securities
- Regulation of Credit Rating Agencies
- Asset-Backed Securities
Explanation of the final bill’s major provisions.
Jeff Capwell & Will Tysse
Analysis of the final bill’s sections impacting executive compensation and compensation-related disclosures for public companies, including shareholder say-on-pay advisory votes, new independence standards for compensation committees and their advisors, and other changes.
CORPORATE GOVERNANCE & PRIVATE OFFERINGS
Jane Sellers & LaTisha Owens
Discussion of the final bill’s provisions that impact the corporate governance of public companies generally and private offerings, including the authorization given to the SEC to issue rules regarding proxy access.
Karl Strait & Dave Pankey
Overview of the new regulatory structure for over-the-counter derivatives including: regulatory responsibility (CFTC and SEC); clearing, trading and reporting of swaps; registration and regulation of swap dealers and major swap participants; and the swap “push-out rule.”
Explanation of the final bill’s sections impacting hedge funds and advisors to hedge funds including registration and reporting for hedge fund advisors; exemptions for venture capital advisors, SBIC, family office and offshore advisors; records and filing requirements; and the “Volcker rule.”
BROKER DEALER PROVISIONS
Discussion of the final bill’s provisions relating to broker-dealers (BDs) including fiduciary duty, short sales, securities lending, SRO filings, point-of-sale disclosure, BD audits, mandatory arbitration, securities holding companies, and BD liquidations.
INVESTOR PROTECTION PROVISIONS
Explanation of the final bill’s investor protection provisions including aiding and abetting, whistleblowers, fair fund, investor advisory committee, Office of the Investor Advocate, collateral bars, seniors, investor testing, and studies.
Overview of the final bill’s provisions relating to municipal securities including regulation of “municipal advisors,” changes to the MSRB, new SEC Office of Municipal Securities, changes to continuing disclosure rules, and studies to be undertaken.
REGULATION OF CREDIT RATING AGENCIES
Explanation of the final bill’s sections concerning credit rating agencies including the Office of Credit Ratings, conflicts of interest mitigation, transparency, reduced statutory reliance on NRSROs, uniform rating symbols, civil liability for NRSROs, and studies to be undertaken.
Overview of the final bill’s sections affecting asset-backed securities, including credit risk retention, additional asset disclosure, due diligence requirements, and representations and warranties.
Moderated by Richard Viola, Partner and Co-Chair of the Corporate Department at McGuireWoods LLP.