Financial Regulatory Forum

SEC whistleblower rules raise risk for companies, lawyers say (Complinet)

By Emmanuel Olaoye

NEW YORK, Feb. 2 (Complinet) Proposed increases in federal rewards for whistleblowers who report securities violations to the Securities and Exchange Commission raise the risk that employees will go outside their firms to report trouble, according to industry officials. Firms can avoid being the victims of potential whistleblowers by better publicizing their internal channels for reporting wrongdoing and getting creative with incentives for using them, they said. (more…)

U.S. corporate shareholders gain more (frequent) say-on-pay (Westlaw Business)

Lloyd Blankfein (R) of Goldman Sachs and his wife Laura arrive for the state dinner hosted by U.S. President Barack Obama and first lady Michelle Obama for President of China Hu Jintao at the White House in Washington, January 19, 2011. REUTERS/Jonathan ErnstBy Erik Krusch

Feb. 2 (Westlaw Business) – Dodd-Frank and SEC-bolstered shareholders officially have a say on company pay. The SEC recently adopted rules requiring companies to hold say-on-pay, say-on-pay frequency, and golden parachute approval votes. Companies from Deere & Co. and Apple to Johnson Controls and Monsanto’s proxies are drafted, filed and poised to comply with the new rules. Companies and shareholders, however, still have plenty to hash out around the mechanics of executive compensation votes this proxy season. (more…)

ANALYSIS-Companies could get caught in Asia as corruption rules tighten

By Rachel Armstrong

SINGAPORE, Jan 20 (Reuters) – Multinational firms trying to get a bigger piece of the Asia growth story face a rising risk of becoming embroiled in corruption scandals unless they enforce stricter compliance norms and new regulations.

The region may have moved centre stage in many companies’ growth strategies as developed economies struggle but firms are also scrutinising investment projects even more and stepping up due diligence before jumping into new joint ventures and M&A. (more…)

Can hedge funds double dip under Dodd-Frank whistleblower rules? (Westlaw Business)

By Jesse R. Morton

NEW YORK, Jan 6 (Westlaw Business) – Whistleblower provisions in Dodd-Frank may have handed hedge funds a golden opportunity and the SEC a unique challenge.

Funds have long conducted unique analyses that power their trading strategies and at times prompt quite public “revelations” of possible funny business. Think Greenlight Capital’s company-shaking revelations about Lehman Brothers in 2008 and Allied Capital in 2002.

Though the law remains unclear on this issue, its quite-intentional similarity to pre-existing approaches under the False Claims Act and the whistleblower program of the IRS may provide funds with a profitable two-fer. Though not necessarily the intent of Dodd-Frank’s enacters, one is left to wonder as to the role of shorts, touted (by shorts), as de-facto enforcement division of the SEC. (more…)

ANALYSIS-US companies tweak CEO pay packages ahead of vote

By Dena Aubin

NEW YORK, Jan. 5 (Reuters) - Corporate America is bracing for the judgment of shareholders on lucrative executive pay packages, tossing out some perks, tweaking pensions and taking pains to show how compensation is linked to performance.

Nearly half the U.S. companies surveyed by consulting firm Towers Watson were adjusting their pay-setting process ahead of the spring votes required at least every three years under the Dodd-Frank financial reform law.

The “say-on-pay” votes are non-binding and come after a strong rally in shares and two years of improved corporate earnings, perhaps blunting shareholder anger at packages that averaged $9.25 million for CEOs at S&P 500 companies in 2009. That is 263 times the average worker’s pay, according to AFL-CIO data. (more…)

U.S. budget squeeze could push investment advisers into FINRA oversight -trade group (Complinet)

By Ted Knutson,  Complinet

It is “possible” a budget squeeze could push the Securities and Exchange Commission into calling for a self-regulatory organization for investment advisers, David Tittsworth, executive director at Investment Adviser Association, told Complinet.

Tittsworth suggested that the need to outsource regulatory oversight could be avoided by assessing advisers a fee to pay for the cost of their examinations by the SEC. The most likely candidate for fulfilling an oversight function would be the brokerage industry self-regulatory organization, the Financial Industry Regulatory Authority, Tittsworth added. As Complinet has reported, FINRA chairman Richard Ketchum has repeatedly said his organization is prepared to meet the challenge. (more…)

U.S. financial regulation: Three things to watch, and two not to, in 2011 – Complinet column

MARKETS-STOCK/By Scott McCleskey, Complinet

The past year was a busy one for those interested in financial reform – you know, Dodd-Frank and all that. But the new year will be even more fateful in shaping the markets for decades to come. It is likely to be the most critical of the post-financial crisis period. The reason is that Dodd-Frank only gave the regulators their marching orders, and 2010 mostly saw just the preliminaries to the really tough regulation. It will be in 2011 that actual rules will be proposed, finalized and implemented – and all by mid-year, if deadlines are met. It will also be when the Republicans hit the beach in the House and attempt to moderate or reverse many of the reforms already underway.

There will be a tidal wave of Dodd-Frank work, and some areas of focus are already obvious. The launch and first steps of the Consumer Financial Protection Bureau will be one, and the rather iffy implementation of derivatives regulation will be another. These items have been and will continue to be covered by this organization and others. But there are other items largely outside the Dodd-Frank ecosystem which bear a close watch over the coming year – and there are also some receiving a lot of press lately which can be ignored. (more…)

US Treasury seeks new members for Bank secrecy group; lobbyists need not apply — Complinet

By Brett Wolf, Complinet

The US Treasury Department has announced that it is seeking financial industry representatives to join its 50-member Bank Secrecy Act Advisory Group. For the first time, this year’s application process has barred registered lobbyists from the group, whose duties include evaluating potential anti-money laundering and counter-terrorist financing regulations. Citing an Obama Administration Executive Order and Presidential Memorandum, the Federal Register notice submitted by Treasury’s Financial Crimes Enforcement Network stated that “member organizations may not designate a representative to participate in BSAAG plenary or subcommittee meetings who is registered as a lobbyist pursuant to 2 U.S.C. 1603(a)”. (more…)

Unintended consequence – an unregulated U.S. credit rating industry? – The Scott McCleskey Report

By Scott McCleskey, Complinet

Suppose a law were passed that made driver licenses optional. If you want one, you’d still need to pass exams and pay fees every few years, and you’d be subject to fines for speeding and parking violations. Or you could just say ‘no thanks’, turn in your license, and get back on the road. Of course, no lawmaker would contemplate such a thing. But flawed provisions in the Dodd–Frank Act would do exactly that for the credit ratings agencies, making regulation an optional multimillion dollar expense.

The license in question is designation as a Nationally Recognized Statistical Rating Organization (NRSRO). Having this status used to mean something. NRSRO ratings have been written into the financial regulations for a good thirty years, so that the designation was a license to print money. Yet until Congress passed a law regulating them in 2006 (only implemented in late 2007), there were virtually no regulatory requirements imposed on NRSROs and their activities. We all know how that turned out.

OUT FOR BLOOD

The 2006 law imposed requirements, costs and penalties for non-compliance on the NRSROs, but it was still worth the bother to be one because the designation was required in order to do business. But the financial crisis exposed both the flaws in the way the NRSROs conducted their ratings and the widespread damage that their mistakes could cause, and the politicians were out for blood.

Wall Street reform gridlock seen after US elections

By Kevin Drawbaugh

WASHINGTON, Oct 28 (Reuters) – If Republicans make big gains in U.S. Congressional elections on Tuesday, as expected, Wall Street and big banks will have sweet, but incomplete, revenge on Democrats who drove through sweeping financial reforms against industry opposition.

The likeliest outcome of Democrats losing control of one or both chambers of Congress will be divided government and two years of legislative gridlock on issues important to the financial services sector, said policy analysts and aides.

That means the sector’s regulatory headaches — near migraine level following the enactment in July of the Dodd-Frank Wall Street Reform and Consumer Protection Act — won’t get worse, but probably won’t get much better, either.

  •