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July 20, 2012

Last week the United States Commodity Futures Trading Commission (CFTC) issued final rules applicable to swap transactions (including interest rate swaps). Under the new rules, each swap transaction must be “cleared” by a derivatives clearing organization (DCO) – in which the DCO essentially takes the place of the counterparty to the transaction thereby mitigating any credit risks of dealing with such counterparty. However, companies are permitted to skip this requirement if they qualify for the so-called “end-user” exception. The end-user exception requires, among other things, the company’s board of directors (or authorized committee thereof) to annually adopt resolutions authorizing the company to enter into transactions that are not cleared.

Client Alert
June 18, 2012
Last week the SEC issued final rules regarding the independence of compensation committee members and their advisors. However, the actual independence standards for committee members (really the key aspect of the rules) are delegated to the stock exchanges to propose within 90 days and finalize within a year. For more information, read this client alert.
Client Alert
April 10, 2012

On April 5, 2012 President Obama signed into law the Jumpstart Our Business Startups Act or the “JOBS Act.”

Client Alert
January 24, 2012
Many predicted that the SEC would adopt final rules for the remaining provisions of the Dodd-Frank Act before the end of 2011. Obviously, that did not happen. The SEC recently updated its implementation timetable with respect to these remaining items. For more information, read the client alert.
Client Alert
September 21, 2011
Yesterday marked the effectiveness of an amendment to the SEC’s shareholder proposal rules found in Rule 14a-8 (the Amendment), which was adopted by the SEC as part of its proxy access regime. For more information, read the client alert.
Client Alert
July 28, 2011
On July 26, 2011, the Securities and Exchange Commission (“SEC”) adopted rules implementing Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).
Client Alert
July 22, 2011
Earlier today the U.S. Court of Appeals for the D.C. Circuit struck down the SEC’s highly controversial proxy access rule, holding that the SEC acted “arbitrarily and capriciously” in adopting the rule by not properly evaluating the impact on companies and failed to provide sufficient data showing how the rule would improve board performance and increase shareholder value through the election of dissident nominees. For more information, read the client alert.
Client Alert
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