June 6, 2016

The S-K Concept Release: Read the CliffsNotes Version

When I blogged about the “12 Most Surprising (or Scary) Things About the S-K Concept Release” a month ago, I ran a poll asking how many folks have read – or intended to read – the 341-page monster. The poll revealed that 12% had read it – and 27% intended to. Thus, it’s not surprising perhaps that not as many law firms have written memos about the thing than might be expected.

But good news! In addition to the March-April issue of The Corporate Counsel print newsletter that was completely devoted to the topic, you can read this nice 20-page memo that mainly consists of an appendix that really gets to the heart of the concept release and be fairly informed…

I had no idea that it was spelled “CliffsNotes” – I’ve always said “Cliff notes.” Did you know that ‘Cliff’ had an ‘s’ after it? Anyway, that proves that I never cut corners when I was a kid 😄…

Congress: The Latest Effort to Replace Dodd-Frank

Here’s the intro of this WSJ article by Donna Borak & Andrew Ackerman:

A top Republican financial policy maker in Congress has crafted a plan to repeal key provisions of postcrisis regulations enacted under President Barack Obama, according to a draft summary of the bill seen by The Wall Street Journal. The legislation will revoke the ability of regulators to designate firms as “systemically important,” a controversial power that has allowed officials to impose stringent new rules and oversight on big financial firms that fall outside the traditional authority of the government.

The bill crafted by the chairman of the House Financial Services Committee would also unwind other key provisions of the landmark 2010 Dodd-Frank financial-overhaul act. It would scrap the so-called Volcker Rule, which bans banks from making bets with taxpayer-insured deposits, and would impose new limits on the powers of the director of the five-year-old Consumer Financial Protection Bureau. The long-awaited legislation, called the Financial Choice Act, will outline seven broad initiatives proposed by Rep. Jeb Hensarling (R., Texas), chairman of the House Financial Services Committee, who plans to describe the plan Tuesday in a speech in New York. The full bill won’t be released until the following week.

The bill has no chance of becoming law this year, with Democrats in the Senate likely to block it, and Mr. Obama certain to veto it if it came to his desk. But the details are significant as they help define the Republican agenda for financial regulation, should the party win control of the White House in November. Donald Trump, the presumptive GOP nominee, has said he would try to repeal Dodd-Frank, but hasn’t given any details about what his plan would look like. Mr. Hensarling’s bill helps fill in some of the blanks of how a Republican-led government would likely proceed.

The ALJ Battle: Drawing to a Close?

Last week, the Second Circuit – in Tilton v. SEC – joined the recent Seventh and DC Circuit decisions (Bebo v. SEC and Jarkesy v. SEC) by finding that constitutional challenges to the SEC’s administrative law judge proceedings can’t go forward in court until those proceedings are done. In other words, a court review can only be sought as an appeal from a final decision by an ALJ.

The Eleventh Circuit now is the last court out there with a pending case (Hill v. SEC) that could possibly create a circuit split – so it looks unlikely that the Supreme Court would decide to weigh in. I’ve posted memos on the Tilton & other decisions in our “SEC Enforcement” Practice Area

Broc Romanek