MMI Legal & Compliance Webinar: The Volcker Rule and the Final Regulations. January 15, Charles M. Horn Julie A. Marcacci
|
|
- Erika Fletcher
- 6 years ago
- Views:
Transcription
1 MMI Legal & Compliance Webinar: The Volcker Rule and the Final Regulations January 15, 2014 Please note that any advice contained in this communication is not intended or written to be used, and should not be used, as legal advice. Charles M. Horn Julie A. Marcacci
2 Topics to be Discussed Overview of prohibited Volcker Rule proprietary trading and private fund sponsorship/investment activities under the final interagency regulations ( Regulations ) Proprietary trading activities under the Volcker Rule; primary exclusions and exemptions Funds covered by the Volcker Rule funds prohibition; major exclusions Nature, scope and conditions of the Volcker Rule exception for organized and offered funds Prohibited transactions between banking entities and covered funds Conflicts of interest and other high risk mitigation requirements Compliance program requirements Effective date; conformance date Particular implications for retail and institutional account managers 2
3 Introduction The Regulations were adopted by the Agencies on December 10, 2013 under section 619 of the Dodd- Frank Wall Street Accountability and Consumer Protection Act ( Dodd-Frank Act ), two years after these rules were initially proposed (the Proposed Rules ) Generally, the Volcker Rule prohibits, subject to important exclusions and exceptions: Proprietary trading in securities and other financial instruments by banking entities, and Banking entities from sponsoring or acquiring an ownership interest in private equity and hedge funds (collectively, covered activities ). 3
4 The Final Regulations: An Overview The Regulations prohibit banking entities, which are generally defined as insured depository institutions, companies affiliated with insured depository institutions, and foreign banks with U.S. banking operations, from engaging in short-term proprietary trading of securities, derivatives, commodity futures and options, and similar instruments for their own account The Regulations also impose limits on banking entities investments in, and other relationships with, hedge funds or private equity funds, certain commodity pools, and certain foreign private funds (defined as covered funds ) 4
5 Proprietary Trading Key Terms The Regulations incorporate and define the key statutory coverage terms of the Volcker Rule. Banking entity -- see prior slide Proprietary trading -- engaging as principal for the trading account of the banking entity in any purchase or sale of one or more financial instruments Trading account an account that is used to purchase or sell financial instruments principally for the purpose of short-term resale and similar enumerated purposes Financial instrument -- any security, commodity forward, or derivative. Not included are loans, spot commodities or spot foreign exchange or currency 5
6 Proprietary Trading Definitional Exclusions Excluded transactions and activities include: Qualifying repo and reverse repo transactions Purchases or sales of securities in connection with qualifying securities lending and borrowing transactions Purchases and sales of securities for liquidity management purposes Purchases or sales of financial instruments by a derivatives clearing organization ( DCO ) or a clearing agency in connection with clearing financial instruments Excluded clearing activities by members of a clearing agency, DCO, or a designated financial market utility 6
7 Proprietary Trading Definitional Exclusions (cont d) Excluded transactions and activities include: Purchases and sales of financial instruments to satisfy existing delivery obligations of the banking entity or its customers, or to satisfy an obligation in connection with a legal proceeding Purchases and sales of financial instruments by a banking entity that is acting solely as agent, broker, or custodian Purchases and sales of financial instruments through a qualifying domestic or foreign deferred compensation, stockbonus, profit-sharing, or pension plan of the banking entity for the benefit of plan participants Qualifying debt-previously-contracted (DPC) purchases or sales of financial instruments 7
8 Underwriting Exemption The Regulations exempt from the prohibition of proprietary trading qualifying underwriting activities The underwriting exemption requires a banking entity to comply with five core elements or standards Must act as an underwriter for a distribution of securities and the underwriting position must be related to such a distribution Amount and types of securities not to exceed near-term demands and efforts must be made to reduce the position within a reasonable period Must establish, implement, maintain, and enforce an internal compliance program Compensation arrangements may not be designed to reward or incentivize prohibited proprietary trading Must be licensed or registered to engage in such activities 8
9 Market Making Exemption The Regulations implementation of the statutory exemption for market making activities contains several key conditions: Must stand ready to purchase/sell, and quote Inventory must correlate to reasonably expected near-term client demands Internal compliance program is required Prompt remedial action is required if limits exceeded Trader compensation scheme cannot reward or incentivize prohibited proprietary trading Must be licensed as necessary to engage in such activity 9
10 Risk-Mitigating Hedging Exemption The Regulations exempt a banking entity s risk-mitigating hedging activities in connection with and related to positions, contracts or other holdings that are designed to reduce the specific risks associated with such positions, contracts or holdings A banking entity may only hedge risks that are specific and identifiable in order to avail itself of this exemption A banking entity must be able to identify the specific financial instrument or components of the financial instrument positions that are being hedged No scenario or non-specific hedging activities allowed 10
11 Liquidity Management Exclusion The Regulations implement the statutory exemption for proprietary trading for liquidity management purposes through an exclusion from the definition of proprietary trading subject to several conditions: May only trade securities Securities must be highly liquid and not reasonably expected to give rise to appreciable profits and losses due to short-term price movement Trading activities cannot expose banking entity to substantial risk Must create a plan that specifically authorizes the securities to be used Required to develop and maintain a compliance program 11
12 Foreign Bank Trading Exemption Foreign banking entities located outside of the U.S. that are not directly or indirectly controlled by a U.S. bank are permitted to engage in proprietary trading, provided that: Entity is not located in the U.S. or organized under U.S./state law Purchase or sale is not accounted for as principal directly or on a consolidated basis by any U.S. branch or affiliate No financing for the purchase or sale is directly or indirectly provided by any U.S. branch or affiliate The purchase or sale is not conducted with or through any U.S. entity other than specified purchases or sales: (i) with the foreign operations of a U.S. entity; (ii) with an unaffiliated market intermediary acting as principal; or (iii) through an unaffiliated market intermediary 12
13 Other Proprietary Trading Exemptions Insurance company exemption: trading for general or separate accounts of a regulated insurance company Trading on behalf of customers Trading in government obligations U.S. Government and agency obligations Foreign sovereign and multilateral organization obligations (limited availability to U.S. banking entities) State, municipal and political subdivision obligations Derivatives on such instruments cannot be traded under this exemption 13
14 Covered Funds Prohibition and Restrictions The Regulations prohibit any banking entity from acquiring or retaining an ownership interest in, or sponsoring, a hedge fund or private equity fund (covered fund), subject to certain exemptions, including: investment and sponsorship activities in connection with organizing and offering a covered fund small business and public welfare fund activities covered fund activities of foreign banking entities occurring solely outside of the U.S. The prohibition on covered fund activities and investments applies to the consolidated, worldwide operations of U.S. banking entities 14
15 Definition of Covered Fund The statutory Volcker Rule covers any entity that would be an investment company under the Investment Company Act of 1940 but for the exclusions under sections 3(c)(1) and 3(c)(7) of that act, or such similar funds as the Agencies may, by rule, determine. The Regulations generally extend the definition to commodity pools offered to qualified eligible purchasers, as well as to foreign private funds that, were they offered in the U.S., would rely on the Investment Company Act section 3(c)(1) or 3(c)(7) exemption 15
16 Definition of Covered Fund (cont.) Funds excluded from the definition of a covered fund : foreign public funds wholly owned subsidiaries of banking entities: up to 5% of these entities may be owned by directors and employees of the banking entity joint ventures that do not engage in investing money for others, and are limited to not more than 10 investors other than the banking entity acquisition vehicles foreign pension or retirement funds 16
17 Definition of Covered Fund (cont d) Funds excluded from the definition of a covered fund : insurance company separate accounts separate accounts used to purchase qualifying BOLI certain loan securitization vehicles qualifying asset-backed commercial paper conduits qualifying covered bonds (non-u.s. jurisdiction) SBICs and qualifying public welfare investment funds registered investment companies any other issuer excluded by joint action of the Agencies 17
18 Other Covered Fund Definitions Sponsor : Serve as general partner, managing member or similar capacity Select or control, or have officers/directors/ employees who constitute, a majority of fund directors, trustees or similar persons Share a name/variation of name with a covered fund Ownership interest : Equity, partnership or similar interest Does not include carried interests ( restricted profit interest ) U.S. resident : Relies on SEC Regulation S U.S. person definition 18
19 Organized and Offered Exemption A banking entity may sponsor/hold an ownership interest in a covered fund in connection with organizing and offering the fund to fiduciary and asset management clients, subject to certain conditions: Must provide bona fide trust, fiduciary, or advisory services and may only offer to customers of these trust, fiduciary or advisory services May establish the customer relationship for these services through or in connection with the organization and offering of the covered fund Must develop a written plan or similar documentation May not directly or indirectly guarantee, assume, or otherwise insure the obligations or performance Must make specified written disclosures to investors May not share or use certain names 19
20 Permitted Investments in a Covered Fund De minimis investment exemption for organized and offered funds only 3% per-fund investment limitation 3%-of-capital aggregate investment limitation Seeding activities: one year Attribution of ownership interests Only to banking organization controlled entities Co-investments Extensions of permitted investment periods Permitted hedging activities (limited) 20
21 Insurance Company Activities Exempts the acquisition or retention by a domestic or foreign insurance company, or an affiliate thereof, of any ownership interest in, or the sponsorship of, a covered fund, subject to three conditions: Ownership interest is held solely for the general account of the insurance company or for one or more separate accounts Holding complies with, and subject to, the insurance company investment laws, regulations, and written guidance where such insurance company is domiciled The federal banking agencies, after consultation with FSOC or the relevant insurance commissioners, have not jointly determined that a particular insurance law, regulation, or written guidance is insufficient to protect the safety and soundness of the banking entity, or the financial stability of the U.S. 21
22 Treatment of Foreign Funds Foreign Public Funds The Regulations create a conditional exclusion for foreign public funds that are broadly sold outside of the United States Covered Funds Offered Solely Outside of the U.S. The banking entity (including relevant personnel) that makes the decision to invest or act as sponsor is not located in the United States The investment or sponsorship, including any related hedging transactions, is not accounted for as principal in the United States Ownership interests in the covered fund are not targeted to U.S. residents No financing for the banking entity s ownership or sponsorship is provided by a U.S. affiliate of the foreign banking entity 22
23 Limitations on Transactions and Relationships with a Covered Fund The Volcker Rule generally prohibits a banking entity that, directly or indirectly, serves as investment manager, investment adviser, or sponsor to a covered fund, or that organizes and offers a covered fund, from entering into a transaction with a covered fund that would be a covered transaction as defined in section 23A of the Federal Reserve Act (bank transactions with affiliates) Regulations allow permitted de minimis investments made under the organized and offered exemption Transactions between banking entities and covered funds also must satisfy section 23B arm s length requirements 23
24 High-Risk Trading and Covered Fund Activities The Volcker Rule prohibits a banking entity from engaging in a covered activity or making an investment if the activity or investment would pose a threat to the safety and soundness of the banking entity or to the financial stability of the United States, or involve a material conflict of interest between a banking entity and its clients, customers, or counterparties or high-risk assets or trading strategies. The Regulations allow certain conflicts to be managed through timely and effective disclosure, or information barriers 24
25 Compliance and Reporting Requirements Banking entities engaged in proprietary trading or covered fund activities and investments must develop and administer a compliance program reasonably designed to ensure and monitor compliance with the Volcker Rule and the Regulations, based on a tiered approach calibrated to the size, complexity and activities of a banking organization. The Regulations specify a variety of data collection and reporting requirements that are applicable primarily to banking entities that are engaged in proprietary trading activities. 25
26 Authority to Address Violations, or Terminate Activities or Investments The Regulations include a separate provision broadly allowing the Agencies to require the termination of impermissible trading and covered fund activities, and impose penalties for violations of the Volcker Rule and the Regulations. 26
27 Effective Date and Conformance Period The Regulations become effective on April 1, 2014; affected banking organizations generally will have until July 21, 2015 to bring proprietary trading and private fund activities into conformance Banking organizations are expected to engage in good faith efforts to bring all of their covered activities into compliance by the July 2015 conformance date But, banking entities that expand activities and make investments during the conformance period will not be given additional time to conform those activities or investments Regulators have some limited authority to extend the conformance period 27
28 Implications for Retail and Institutional Account Managers Impact on Bank-Affiliated Managers What is the relevance of trading prohibitions and exclusions/exemptions for the managed account business (e.g., principal trading with customers)? Private funds requirements will lead to changes in alternative investments product offerings: conditions; disclosures; representations; certifications; support arrangements Managers are subject to fewer restrictions than sponsors Compliance and reporting requirements banking organizations must document compliance with the Volcker Rule 28
29 Implications for Retail and Institutional Account Managers Impact on Bank-Affiliated Sponsors Private funds limitations will curtail non-customer-oriented alternative investment activities of sponsors; but some exclusions may be significant going forward Customer-oriented funds will have to comply with a variety of new requirements, including name issues, new disclosures, management certifications and limitations on seeding, funding and liquidity support activities Compliance management and reporting requirements again loom large, because compliance with the Volcker Rule will be very process- and documentation-driven 29
30 Implications for Retail and Institutional Account Managers Impact on Independent Managers There may be changes in private fund product offerings There may be changes in how bank trading desks and fund sponsors/managers do business with third-party managers Bank proprietary trading and private funds limitations, and their exclusions and exceptions, are very policy/plan driven, and banking organizations will be expected to document compliance with the Volcker Rule Bank fund sponsors and managers may start asking for rights, agreements and representations to facilitate their compliance 30
31 international presence Almaty Beijing Boston Brussels Chicago Dallas Frankfurt Harrisburg Houston Irvine London Los Angeles Miami Moscow New York Palo Alto Paris Philadelphia Pittsburgh Princeton San Francisco Tokyo Washington 31 Wilmington
Understanding the Requirements and Impact of the Volcker Rule and the Final Regulations. February 11, 2014
Understanding the Requirements and Impact of the Volcker Rule and the Final Regulations Please note that any advice contained in this communication is not intended or written to be used, and should not
More informationREQUIREMENTS AND HIGHLIGHTS OF THE VOLCKER RULE AND ITS REGULATIONS
REQUIREMENTS AND HIGHLIGHTS OF THE VOLCKER RULE AND ITS REGULATIONS July 1, 2015 Charles Horn, Partner Steve Stone, Partner Melissa Hall, Of Counsel Monique Botkin, Investment Adviser Association (Moderator)
More informationBad Actor Disqualification in Private Placements New Rule 506(d)
Bad Actor Disqualification in Private Placements New Rule 506(d) The Vine November 8, 2013 www.morganlewis.com DB1/76600736.2 Morgan, Lewis & Bockius LLP Registration or Exemption Rule #1: Registration
More informationThe Dodd-Frank Act implementation of the Volcker Rule
AUGUST 12, 2010 The Dodd-Frank Act implementation of the Volcker Rule By: Lloyd H. Spencer and William E. Kelly The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by President
More informationFederal Agencies Approve Final Volcker Rule
December 23, 2013 Federal Agencies Approve Final Volcker Rule Executive Summary On December 10, 2013, the Board of Governors of the Federal Reserve System (the Federal Reserve ), the Federal Deposit Insurance
More informationThe Volcker Rule: Proprietary Trading and Private Fund Restrictions
Legal Update June 30, 2010 The Volcker Rule: Proprietary Trading and Private Fund Restrictions On June 25, 2010, the House-Senate Conferees agreed to a final version of the Volcker Rule. Along with the
More informationImpact of Volcker Rule on Foreign Banking Organizations
2014 Morrison & Foerster LLP All Rights Reserved mofo.com Impact of Volcker Rule on Foreign Banking Organizations Henry M. Fields hfields@mofo.com Barbara R. Mendelson bmendelson@mofo.com February 2014
More informationThe Volcker Rule: Impact of the Final Rule on Banking Institutions
2014 Morrison & Foerster LLP All Rights Reserved mofo.com The Volcker Rule: Impact of the Final Rule on Banking Institutions West Legal Webcast January 6, 2014 Presented by Jay G. Baris Oliver I. Ireland
More informationSummary of Final Volcker Rule Regulation Proprietary Trading
Memorandum Summary of Final Volcker Rule Regulation Proprietary Trading January 7, 2014 On Dec. 10, 2013, the Commodity Futures Trading Commission ( CFTC ), Federal Deposit Insurance Corporation ( FDIC
More informationEconomic and Political Environment in Ukraine and Russia
MOSCOW Economic and Political Environment in Ukraine and Russia KYIV www.morganlewis.com CRIMEA Presented by Bruce Johnston, Brian Zimbler, Margaret Gatti and Charles Horn July 22, 2014 Update on Russia
More informationA User s Guide to The Volcker Rule February 2014
2014 Morrison & Foerster LLP All Rights Reserved mofo.com Last updated Feb. 18, 2014 A User s Guide to The Volcker Rule February 2014 Table of Contents Summary...3 SUBPART B Proprietary Trading...5 SUBPART
More informationVolcker Rule: An Initial Look at Significant Changes
Latham & Watkins Financial Institutions Group Number 1626 December 23, 2013 Volcker Rule: An Initial Look at Significant Changes On December 10, 2013 the US federal banking agencies, 1 along with the Securities
More informationPart-Timers and Locations and Turnover Oh My! An Overview of Employee Benefits Issues for Retail Organizations
Part-Timers and Locations and Turnover Oh My! An Overview of Employee Benefits Issues for Retail Organizations October 24, 2012 www.morganlewis.com Presenters: Andy R. Anderson Lisa H. Barton Amy Pocino
More informationSEC and FINRA 2010 Year in Review
SEC and FINRA 2010 Year in Review Anne C. Flannery E. Andrew Southerling February 17, 2011 www.morganlewis.com Agenda SEC Statistics Key enforcement developments Themes from key cases 2011 enforcement
More informationThe Volcker Rule. Charles M. Horn Christopher Laursen Matthew Richardson Dwight Smith. July 7, 2011 DC
DC-648839 The Volcker Rule Charles M. Horn Christopher Laursen Matthew Richardson Dwight Smith July 7, 2011 2010 Morrison & Foerster LLP All Rights Reserved mofo.com The Volcker Rule Basics and Some History
More informationA Lexis Practice Advisor Practice Note by Eric S. Yoon, Partner at K&L Gates LLP
A Lexis Practice Advisor Practice Note by Eric S. Yoon, Partner at K&L Gates LLP Eric S. Yoon IntroductIon This practice note provides an overview of the, which was enacted in 2010 as Section 619 of the
More informationPractical guidance at Lexis Practice Advisor
Lexis Practice Advisor offers beginning-to-end practical guidance to support attorneys work in specific legal practice areas. Grounded in the real-world experience of expert practitioner-authors, our guidance
More informationThe Volcker Rule: Implication for Private Fund Activities
Legal Update June 10, 2010 The Volcker Rule: Implication for Private Fund Activities On June 25, 2010, the House-Senate Conferees agreed to a final version of the Volcker Rule. Along with the rest of this
More informationPreparation for IPOs & Eurobond offerings
Preparation for IPOs & Eurobond offerings www.morganlewis.com Carter Brod & Iain Wright, Morgan Lewis London Stock Exchange Russia & CIS Conference Moscow 2 July 2012 Presentation outline Preparation for
More informationVolcker Rule: Hedging, Market Making and Regulatory Oversight January 14, 2014 Presented By Julian E. Hammar
2014 Morrison & Foerster LLP All Rights Reserved mofo.com Volcker Rule: Hedging, Market Making and Regulatory Oversight January 14, 2014 Presented By Julian E. Hammar Background On December 10, 2013, the
More informationPreparing For and Managing g Plan Audits
Plan Sponsor Basics Webinar 4 of 6 Preparing For and Managing g Plan Audits June 18, 2013 Presenters: Lisa H. Barton Gregory L. Needles www.morganlewis.com Overview of Presentation Topics Common Types
More informationSEC Approves Final NYSE and NASDAQ Compensation Committee Rules
February 5, 2013 SEC Approves Final NYSE and NASDAQ Compensation Committee Rules Companies are required to comply with certain of the new listing standards relating to compensation adviser independence
More informationMergers, Acquisitions, and Other
Plan Sponsor Basics Webinar 5 of 6 Mergers, Acquisitions, and Other Corporate Transactions September 17, 2013 www.morganlewis.com Presenters: David B. Zelikoff Randall C. McGeorge Patrick Rehfield Topics
More informationProposed Regulations Implementing the Volcker Rule
Legal Report Proposed Regulations Implementing the Volcker Rule The US bank and securities regulatory agencies have issued for public comment their much anticipated proposal to implement the Volcker Rule
More informationVolcker: The Final Rule
DECEMBER 20, 2013 BANKING AND FINANCIAL SERVICES UPDATE Volcker: The Final Rule On December 10, 2013, the five agencies principally responsible for banking and financial market regulation in the United
More informationVolcker Rule: The Final Rule
Volcker Rule: The Final Rule February 2014 Henry M. Fields Oliver I. Ireland Kenneth E. Kohler Daniel A. Nathan Gary M. Rosenblum Bank of America 2013 Morrison & Foerster LLP All Rights Reserved mofo.com
More informationIssues for Broker-Dealers acting as APs or LMMs for ETFs
Issues for Broker-Dealers acting as APs or LMMs for ETFs ETF Breakfast Roundtable Session I September 20, 2011 www.morganlewis.com Agenda Structure t of ETFs Large Ownership Positions in ETFs Issuer and
More informationCONFLICTS OF INTEREST
CONFLICTS OF INTEREST SEC STAFF TRAINING Jennifer L. Klass Christine M. Lombardo May 20, 2015 2015 Morgan, Lewis & Bockius LLP Overview What is a Conflict? Regulatory Focus on Conflicts Framework for Addressing
More informationFiduciary Issues for Retirement
Plan Sponsor Basics Webinar 6 of 6 Fiduciary Issues for Retirement Plan Sponsors October 15, 2013 Presenters: Julie K. Stapel Daniel R. Kleinman www.morganlewis.com Overview of Today s Webinar ERISA Overview
More informationCharles A. Sweet, Managing Director/Practice Development Leader, Structured Transactions, Morgan, Lewis & Bockius LLP, Washington, D.C.
Presenting a live 90-minute webinar with interactive Q&A Asset Securitization: Impact of Regulation AB II, the Credit Risk Retention Rules and the Volcker Rule Navigating the Complexities of Federal Laws
More informationIMPLEMENTING THE BENEFICIAL OWNERSHIP RULES. April 18, 2018 Charles Horn, Melissa Hall, Ignacio Sandoval
IMPLEMENTING THE BENEFICIAL OWNERSHIP RULES April 18, 2018 Charles Horn, Melissa Hall, Ignacio Sandoval 2018 Morgan, Lewis & Bockius LLP Overview Key Dates Adoption Date: May 2016 Effective Date: July
More informationAnatomy of a Deferred Compensation Plan
Executive Compensation Basics A Webinar Series Anatomy of a Deferred Compensation Plan Webinar 3 of 4 June 17, 2014 www.morganlewis.com Presenters: Daniel Hogans Randy McGeorge Leslie DuPuy Morgan, Lewis
More informationInternational Issues 409A/457A
409A Basics A Webinar Series International Issues 409A/457A Presenters: Daniel L. Hogans Zaitun Poonja Heather C. Brookfield www.morganlewis.com June 6, 2012 International Application of Section 409A US
More informationBuying Unionized Companies: What Private
Buying Unionized Companies: What Private Equity Firms Must Know & Do Tuesday, October 4, 2011 Session Moderator: David G. Barry, Managing Editor, Dow Jones Conferences Speakers: Jeremy Rossen, Vice President,
More informationSEC Delays Municipal Advisor Registration and Record-Keeping Obligations
Updated January 16, 2014 Practice Group(s): Public Finance SEC Delays Municipal Advisor Registration and Record-Keeping Obligations By Scott A. McJannet, Erica R. Franklin, Laura D. McAloon and Cynthia
More information401(k) Plan Issues Presenters: April 16, 2013
webcast Plan Sponsor Basics Webinar 2 of 6 401(k) Plan Issues April 16, 2013 Presenters: Althea R. Day Brian J. Dougherty Marianne Grey www.morganlewis.com Agenda Automatic enrollment Expanded Roth conversions
More informationInvestment Advisers and Funds New Treasury Report Form for Foreign Claims and Liabilities
February 2014 Practice Groups: Investment Management Hedge Funds and Venture Funds Investment Advisers and Funds New Treasury Report Form for Foreign Claims and Liabilities By Clifford J. Alexander and
More informationIntroduction to the Commercial End-User Exception to Mandatory Clearing of Swaps and Security-Based Swaps Under Title VII of the Dodd-Frank Act
March 2016 Practice Group: Investment Management, Hedge Funds and Alternative Investments Introduction to the Commercial End-User Exception to Mandatory Clearing of Swaps and Security-Based Swaps By Anthony
More informationTHIRD PARTY REIMBURSEMENT OF COVERED ENTITIES: MANUFACTURERS PERSPECTIVE
THIRD PARTY REIMBURSEMENT OF COVERED ENTITIES: MANUFACTURERS PERSPECTIVE Donna Lee Yesner Morgan Lewis and Bockius Phone : 202.739.5887 Email: dyesner@morganlewis.com www.morganlewis.com BACKGROUND In
More informationTable of Contents. August 2010 Arnold & Porter LLP
Rulemakings under the Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act (Act) requires the federal financial regulators to promulgate more than 180 new rules. The Act also permits
More informationCFTC and SEC Issue Final Swap-Related Rules Under Title VII of Dodd-Frank
CFTC and SEC Issue Final Swap-Related Rules Under Title VII of Dodd-Frank CFTC and SEC Issue Final Rules and Guidance to Further Define the Terms Swap Dealer, Security-Based Swap Dealer, Major Swap Participant,
More informationThe Volcker Rule: Impact of the Final Rule on Securitization Investors and Sponsors
Client Alert December 26, 2013 The Volcker Rule: Impact of the Final Rule on Securitization Investors and Sponsors On December 10, 2013, the Federal Reserve, FDIC, OCC, SEC and CFTC (the Agencies ) issued
More informationADVISORY Dodd-Frank Act
ADVISORY Dodd-Frank Act May 7, 2012 CFTC AND SEC JOINTLY ADOPT FINAL SWAP ENTITY DEFINITION RULES On April 18, 2012, the Commodity Futures Trading Commission ( CFTC ) and the Securities and Exchange Commission
More informationConflicts of Interest in Securitizations
SEC Proposes Rule under Section 621 of the Dodd-Frank Act to Prohibit Securitization Participants from Engaging in Transactions Involving Material Conflicts of Interest with ABS Investors SUMMARY On September
More informationVolcker Rule Action Plan and Model Board Documents: The Conformance and Compliance Effort Begins
ADVISORY February 2014 Volcker Rule Action Plan and Model Board Documents: The Conformance and Compliance Effort Begins The recently issued final rules implementing section 619 of the Dodd-Frank Act (the
More informationTHE TRANSFORMATION OF INVESTMENT ADVICE: DIGITAL ADVISERS AS FIDUCIARIES
THE TRANSFORMATION OF INVESTMENT ADVICE: DIGITAL ADVISERS AS FIDUCIARIES Jennifer L. Klass and Eric L. Perelman Wharton Pension Research Counsel 2018 Symposium: The Disruptive Impact of FinTech on Retirement
More informationSEC PROPOSED STANDARDS OF CONDUCT. FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, Morgan, Lewis & Bockius LLP
SEC PROPOSED STANDARDS OF CONDUCT FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, 2018 2018 Morgan, Lewis & Bockius LLP Overview Background Overview of the Proposals Regulation
More informationVolcker Rule: Past the Compliance Date, but Not Over the Hump
Volcker Rule: Past the Compliance Date, but Not Over the Hump November 6, 2015 Oliver Ireland Jay Baris 2015 Morrison & Foerster LLP All Rights Reserved mofo.com Volcker Rule Overview 2 Volcker Rule The
More informationProposed Amendments to the Volcker Rule Regulations June 18, 2018
Proposed Amendments to the Volcker Rule Regulations June 18, 2018 2018 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 This communication, which we believe may be of interest to our clients
More informationFebruary 2015
Roundtable Road Show 2015 SEC Examination and Enforcement Trends for Investment Advisers February 2015 www.morganlewis.com Our Team Peter Chan, Chicago pchan@morganlewis.com +1.312.324.1179 Merri Jo Gillette,
More informationThe Volcker Rule and Capital Markets Offerings
Client Alert December 27, 2013 The Volcker Rule and Capital Markets Offerings Summary Final regulations under the section of the Dodd-Frank Act known as the Volcker Rule 1 were enacted in December 2013
More informationProposed Revisions to the Volcker Rule s Implementing Rules Select Proposals and Open Questions
STROOCK & STROOCK & LAVAN LLP Proposed Revisions to the Volcker Rule s Implementing Rules Select Proposals and Open Questions July 2, 2018 On May 30, 2018, the Board of Governors of the Federal Reserve
More informationFINAL VOLCKER RULE REGULATIONS: SECURITIZATIONS AND OTHER STRUCTURED TRANSACTIONS. Published January 13, 2014 Updated January 13, 2014
FINAL VOLCKER RULE REGULATIONS: SECURITIZATIONS AND OTHER STRUCTURED TRANSACTIONS Published January 13, 2014 Updated January 13, 2014 TABLE OF CONTENTS Final Volcker Rule Regulations: Securitizations and
More information$500 Carryover Opportunity for Cafeteria Plan Health FSAs: Worth the Effort?
webinar $500 Carryover Opportunity for Cafeteria Plan Health FSAs: Worth the Effort? The long-standing use-it-or-lose-it rule for cafeteria plan health FSAs now has a second exception November 13, 2013
More informationAnatomy of an Equity Compensation Plan
Executive Compensation Basics A Webinar Series Anatomy of an Equity Compensation Plan Webinar 2 of 4 May 21, 2014 www.morganlewis.com Presenters: David Zelikoff Erin Randolph-Williams Patrick Rehfield
More informationThe Road to 2014: ACA Considerations for Group Health Plans
The Road to 2014: ACA Considerations for Group Health Plans Morgan, Lewis & Bockius LLP Presenters: Andy R. Anderson Kimberly J. Boggs March 12, 2013 www.morganlewis.com The Road to 2014 ACA considerations
More informationSEC PROPOSES LIQUIDITY RISK- MANAGEMENT RULES. Christopher D. Menconi, Sean Graber, Beau Yanoshik, David W. Freese January 20, 2016
SEC PROPOSES LIQUIDITY RISK- MANAGEMENT RULES Christopher D. Menconi, Sean Graber, Beau Yanoshik, David W. Freese January 20, 2016 2015 Morgan, Lewis & Bockius LLP Overview Introduction Liquidity Risk
More informationCode Section 409A: Revisiting the Basics
409A Basics A Webinar Series Code Section 409A: Revisiting the Basics Presenters: Althea R. Day Daniel L. Hogans Leslie E. DuPuy www.morganlewis.com March 29, 2012 Section 409A Background The American
More informationAffordable Care Act Tasks:
Affordable Care Act Tasks: Shared Responsibility Reporting February 5, 2015 Presenters: Andy R. Anderson Kimberly J. Boggs www.morganlewis.com Today s Material Our assumptions for today: Calendar-year
More informationIntroduction to the U.S. Regulation of Cross-Border Transactions Involving Swaps and Security-Based Swaps
March 2016 Practice Group: Investment Management, Hedge Funds and Alternative Investments Introduction to the U.S. Regulation of Cross-Border Transactions Involving Swaps and Security-Based Swaps By Anthony
More informationThe FCPA and the Pharmaceutical Industry
The FCPA and the Pharmaceutical Industry Kelly A. Moore Mark A. Srere Alison Tanchyk Dante September 14, 2010 www.morganlewis.com Today s Presenters Kelly A. Moore New York Mark Srere Washington, D.C.
More informationWhat should be of interest in Dodd-Frank to non-u.s. banks wanting to do business in the United States?
Dodd-Frank Update Full title of the law is The Dodd-Frank Wall Street Reform and Consumer Protection Act Public Law 111-203 was signed into law on July 21, 2010 Major changes made to financial regulation
More informationSummary of the Volcker Rule Study Hedge Funds and Private Equity Funds
Summary of the Volcker Rule Study Hedge Funds and Private Equity Funds Summary as of January 19, 2011 The study by the Financial Stability Oversight Council ( FSOC ) 1 of the funds portion of the Volcker
More informationConsolidated Statement of Financial Condition May 30, 2003
Consolidated Statement of Financial Condition May 30, 2003 Goldman, Sachs & Co. Established 1869 New York Hong Kong London Tokyo Atlanta Baltimore Bangkok Beijing Bermuda Boston Buenos Aires Calgary Chicago
More informationU.S. Banking Law and the FBO What You Need to Know
U.S. Banking Law and the FBO What You Need to Know U.S. Regulatory/Compliance Orientation Program Institute of International Bankers Derek M. Bush December 5, 2016 2015 Cleary Gottlieb Steen & Hamilton
More informationRegulation of Advisers (Part II): Brokerage and Trading Practices
PLI's Fundamentals of Investment Adviser Regulation 2014 July 16, 2014 Regulation of Advisers (Part II): Brokerage and Trading Practices Steven W. Stone Partner Morgan, Lewis & Bockius LLP www.morganlewis.com
More informationSEC Issues Final Guidance on Executive Compensation Disclosure. December 21, 2009
SEC Issues Final Guidance on Executive Compensation Disclosure December 21, 2009 On December 16, the Securities and Exchange Commissioners adopted final amendments to the proxy disclosure rules to enhance
More informationTreasury Consultation Paper Another Step Towards Crowd-Sourced Equity Funding
August 2015 Practice Group(s): Capital Markets Consumer Financial Services Treasury Consultation Paper Another Step Towards Crowd-Sourced Equity By Adam Levine, Andrea Beatty and Becki Tam Background On
More informationThe Volcker Rule Hedge Funds and Private Equity Funds
The Volcker Rule Hedge Funds and Private Equity Funds Presentation by Randall D. Guynn Davis Polk & Wardwell LLP Annual Risk Management and Regulatory Examination Compliance Issues Seminar October 20,
More information2016 PLAN SPONSOR BASICS 401(k) ISSUES. Presenters: Lisa Barton and Elizabeth Kennedy November 9, 2016
2016 PLAN SPONSOR BASICS 401(k) ISSUES Presenters: Lisa Barton and Elizabeth Kennedy November 9, 2016 2016 Morgan, Lewis & Bockius LLP SECTION 01 WHAT WE WILL COVER Agenda Description of Correction Principles
More informationPLAN SPONSOR BASICS: RETIREMENT PLAN. Presenters: Lisa H. Barton and Mark J. Simons September 22, 2015
PLAN SPONSOR BASICS: RETIREMENT PLAN CORRECTION ISSUES Presenters: Lisa H. Barton and Mark J. Simons September 22, 2015 WHAT WE WILL COVER Available Correction Programs The IRS Employee Plans Compliance
More informationCAMAC's Report on Equity Crowdfunding: Does it Pave the Way to Bridge the Capital Gap for Start- Ups and Small Scale Enterprises in Australia?
18 June 2014 Practice Group: Corporate/M&A Capital Markets CAMAC's Report on Equity Crowdfunding: Does it Pave the Way to Bridge the Capital Gap for Start- Ups and Small Scale Enterprises in Australia?
More informationDOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans. October 26, 2010
DOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans October 26, 2010 On October 14, the Department of Labor (DOL) released final regulations that will impose new
More informationCredit Risk Retention
Six Federal Agencies Propose Joint Rules on for Asset-Backed Securities EXECUTIVE SUMMARY Section 15G of the Securities Exchange Act of 1934, added by Section 941 of the Dodd-Frank Wall Street Reform and
More informationSECTION 4062(e) PLANT SHUTDOWN LIABILITY
PLAN SPONSOR BASICS: SECTION 4062(e) PLANT SHUTDOWN LIABILITY Presenters: April 29, 2015 Althea R. Day Brian J. Dougherty 2015 Morgan, Lewis & Bockius LLP PBGC Plant Shutdown Liability Before 2015 Statutory
More informationSEC Issues Risk Alert on Custody Rule, Reinforcing Its Message to Registered Investment Advisers in Its Examination Priorities for 2013
March 15, 2013 Practice Group: Private Equity Investment Management, Hedge Funds and Alternative Investments SEC Issues Risk Alert on Custody Rule, Reinforcing Its Message to Registered Investment Advisers
More informationProposed Margin Requirements for Uncleared Swaps Under Dodd-Frank
Proposed Margin Requirements for Uncleared Swaps Under Dodd-Frank Federal Reserve Board, OCC, FDIC, Farm Credit Administration and Federal Housing Finance Agency Repropose Rules for Minimum Margin and
More informationChanges to Hedge Fund Disclosure and Reporting Obligations
22 January 2014 Practice Groups: Investment Management Changes to Hedge Fund Disclosure and Reporting Obligations By Jim Bulling, Daniel Knight and Julia Baldi In October 2013, the Australian Investment
More informationJoining the Crowd: SEC Adopts Final Crowdfunding Regulations - Part I
November 2015 Practice Groups: Investment Management, Hedge Funds and Alternative Investments Broker-Dealer Capital Markets Corporate/M&A Emergining Growth and Venture Capital FinTech Global Government
More informationClient Alert. CFTC Publishes Guidance on Expansive New CPO and CTA Regulations
Number 1385 August 20, 2012 Client Alert Latham & Watkins Corporate Department The CPO-CTA Q&A attempts to clarify many of the issues that have been raised [in relation to several new expansive regulations],
More informationBENEFITS AND COMPENSATION: MISSION CRITICAL FOR TECH COMPANY SUCCESS
TECHNOLOGY MAY-RATHON BENEFITS AND COMPENSATION: MISSION CRITICAL FOR TECH COMPANY SUCCESS Sage Fattahian Carly Grey Erin Randolph-Williams May 23, 2017 2017 Morgan, Lewis & Bockius LLP SECTION 01 REPEAL
More informationUNDERSTANDING CLOSED- END INTERVAL FUNDS Sean Graber, Partner Thomas S. Harman, Partner David W. Freese, Associate. June 7, 2017
UNDERSTANDING CLOSED- END INTERVAL FUNDS Sean Graber, Partner Thomas S. Harman, Partner David W. Freese, Associate June 7, 2017 2017 Morgan, Lewis & Bockius LLP Overview What are Interval Funds? How are
More informationSwap Clearing and the Commercial End- User Exception: Corporate Governance and Risk Management Issues for Commercial Companies
January 17, 2013 Practice Group: Derivatives, Securitization, and Structured Products Swap Clearing and the Commercial End- User Exception: Corporate Governance and Risk Management Issues for Commercial
More informationWhat to do When the SEC Examiner Calls
What to do When the SEC Examiner Calls Tuesday, May 25, 2010 Moderated by Evan Cooper and Frederick P. Gabriel, Jr. Sponsored by: Moderators and panelists Moderator Moderator Evan Cooper Deputy Editor
More informationThis memorandum provides a general overview of the new rules, rule amendments
Implementing Amendments to the Investment Advisers Act of 1940 November 4, 2011 If you have any questions regarding the matters discussed in this memorandum, please contact the following attorneys or call
More informationKey Dodd-Frank Regulatory Issues for International Banks: Over-the-Counter Derivatives and the Volcker Rule
Key Dodd-Frank Regulatory Issues for International Banks: Over-the-Counter Derivatives and the Volcker Rule Lisa M. Ledbetter December 7, 2016 1 Presenter Lisa M. Ledbetter Partner, Jones Day Financial
More informationM&A ACADEMY: THIRD PARTY REPRESENTATIONS AND WARRANTIES INSURANCE IN STRATEGIC AND PE DEALS
M&A ACADEMY: THIRD PARTY REPRESENTATIONS AND WARRANTIES INSURANCE IN STRATEGIC AND PE DEALS Kevin Shmelzer Colby Smith December 12, 2017 2017 Morgan, Lewis & Bockius LLP Introduction Representations and
More informationRegulation of Private Funds and Their Advisers Under the Dodd-Frank Wall Street Reform and Consumer Protection Act
Regulation of Private Funds and Their Advisers Under the Dodd-Frank Wall Street Reform and Consumer Protection Act August 3, 2010 I. INTRODUCTION On July 21, 2010, President Obama signed into law the Dodd-Frank
More informationM&A ACADEMY: TAX ISSUES IN M&A TRANSACTIONS
M&A ACADEMY: TAX ISSUES IN M&A TRANSACTIONS Daniel Nelson, Partner Casey August, Partner February 12, 2019 2019 Morgan, Lewis & Bockius LLP Introductory Notes Focus on domestic transactions Cross-border
More informationPREPARING FOR A CHANGE IN CONTROL
GLOBAL PUBLIC COMPANY ACADEMY PREPARING FOR A CHANGE IN CONTROL PLANS AND AGREEMENTS AFFECTED BY A CHANGE IN CONTROL Justin Chairman Jeanie Cogill Amy Pocino Kelly April 4, 2018 2018 Morgan, Lewis & Bockius
More informationClient Update Volcker Rule: Temporary Relief for Foreign Excluded Funds
1 Client Update Volcker Rule: Temporary Relief for Foreign Excluded Funds On Friday, the Federal Reserve and other federal banking agencies (the Agencies ) issued interpretive relief from the Volcker Rule
More informationNAVIGATING US TAX REFORM:
NAVIGATING US TAX REFORM: WHAT BUSINESSES NEED TO KNOW Inbound Investment: Non-U.S. Taxpayers Investing Into the U.S. Market January 23, 2018 Presenters: Richard LaFalce, Partner Daniel Nelson, Partner
More informationTAX ISSUES IN M&A TRANSACTIONS
MORGAN LEWIS 2018 M&A ACADEMY PRESENTS: TAX ISSUES IN M&A TRANSACTIONS Daniel Nelson, Partner Casey August, Partner March 6, 2018 2018 Morgan, Lewis & Bockius LLP Introductory Notes Focus on domestic transactions
More informationNew PROP Trading Act Would Expand Volcker Prohibitions
CLIENT MEMORANDUM March 11, 2010 New PROP Trading Act Would Expand Volcker Prohibitions Executive Summary Senators Merkley (D-OR) and Levin (D-MI) proposed a bill yesterday that would substantially expand
More informationTreasury Finalizes Section 415 Regulations, and Compensation Issues Emerge. October 23, 2007
Treasury Finalizes Section 415 Regulations, and Compensation Issues Emerge October 23, 2007 Earlier this year, the Internal Revenue Service (IRS) issued final regulations regarding the limitations imposed
More informationDOL Publishes Interim Final ERISA Regulation on Service Provider Disclosure Obligations. July 21, 2010
DOL Publishes Interim Final ERISA Regulation on Service Provider Disclosure Obligations July 21, 2010 On July 16, the long-awaited interim final regulation from the U.S. Department of Labor (DOL) on employee
More informationThe Financial CHOICE Act; Dodd-Frank Reform (Not Repeal)
16 June 2016 Practice Groups: Broker-Dealer Global Government Solutions Hedge Funds and Venture Funds Investment Management, Hedge Funds and Alternative Investments Public Policy and Law The Financial
More informationDodd-Frank Wall Street Reform and Consumer Protection Act Signed
JULY 23, 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act Signed By: Raymond J. Gustini, Lloyd H. Spencer, William E. Kelly, Keith L. Krasney, Paulette J. Morgan, Barry M. Rothchild, and
More informationCongress s Challenges to the
Congress s Challenges to the Use of Independent Contractors December 14, 2011 Presented by: David Fuller Timothy Lynch www.morganlewis.com Agenda Who Are Independent d Contractors? t What Are the Financial
More informationPLAN TERMINATION ISSUES
2016 PLAN SPONSOR BASICS PLAN TERMINATION ISSUES Presenters: Robert Abramowitz and Claire Bouffard October 25, 2016 Webinar 1 of 3 2016 Morgan, Lewis & Bockius LLP Overview 1. Why Terminate? 2. Analysis
More information