Earlier this week, the New York Stock Exchange and NASDAQ Stock
Market each filed proposed rules regarding the independence of
compensation committees and compensation advisers of listed
companies, as required by Rule 10C-1 adopted by the Securities and
Exchange Commission on June 20. Click
here for a Katten Client Advisory from earlier this year
addressing these final rules. Subject to certain exemptions noted below, the proposed NYSE and
NASDAQ rules each set forth the following requirements for listed
companies: "Smaller reporting companies" are exempt from the
proposed NYSE rules. Under the NASDAQ proposed rules, smaller
reporting companies must have compensation committees, but they are
not required to adhere to certain compensation committee
eligibility requirements or the requirements relating to
compensation advisers. Further, the following issuers are exempt
from the proposed NYSE and NASDAQ rules: (i) limited partnerships,
(ii) companies in bankruptcy proceedings, (iii) open-end management
investment companies registered under the Investment Company Act of
1940, (iv) any foreign private issuer that discloses in its annual
report the reasons that it does not have an independent
compensation committee, and (v) controlled companies. In addition,
other types of existing issuers that are exempt from
compensation-related requirements under existing NYSE and NASDAQ
rules will be exempt from the proposed rules. The proposed NYSE rule changes will not become operative until
July 1, 2013, and listed companies would have until the earlier of
their first annual meeting after January 15, 2014, or October 31,
2014, to comply with the new compensation committees independence
standards. Certain of the proposed NASDAQ rules relating to the
compensation committee's responsibilities and authority
(including the consideration of the independence of compensation
advisers) would be effective immediately upon the SEC's
approval of the proposed rules. Listed companies would be required
to comply with the remaining NASDAQ proposed rules (including the
compensation committee independence requirement) by the earlier of
the second annual meeting held after the date of approval by the
SEC or December 31, 2014. Click here to view the NYSE proposed rule change.
Click here to view the NASDAQ proposed rule
change. The Securities and Exchange Commission issued a report by its
Office of Compliance Inspections and Examinations intended to help
broker-dealers safeguard material non-public information from
insider trading and other misuse. The report is a result of the
examinations by the SEC of six of the largest broker-dealers and
the examinations by the Financial Industry Regulatory Authority and
the New York Stock Exchange of an additional thirteen
broker-dealers. The report discusses the examination staff's
observations of the policies and procedures, referred to as
"information barriers," that exist at such broker-dealers
to ensure that material non-public information is not being
misused. In the course of the examinations the staff noted the following
areas of concern: The report provides that the foregoing concerns, by themselves,
may not necessarily suggest violations of Section 15(g) of the
Exchange Act of 1934, but broker-dealers may find it helpful to
consider them in reviewing their policies and procedures. The
report also highlights effective practices that the staff observed
during the examinations, such as: Click here to read the Staff Summary Report on
Examinations of Information Barriers: Broker-Dealer Practices Under
Section 15(g) of the Securities Exchange Act of 1934. The Commodity Futures Trading Commission's Division of
Clearing and Risk (Division) has advised clearing member futures
commission merchants (FCMs) and derivatives clearing organizations
(DCOs) of the Division's position regarding their obligations
under Rules 1.74 and 39.12(b)(7)(B), respectively. CFTC Rule 1.74
requires clearing member FCMs to "accept or reject each trade
submitted by or for it or its customers as quickly as would be
technologically practicable if fully automated systems were
used." Similarly, CFTC Rule 39.12(b)(7)(B) provides that DCOs
must "accept or reject each trade submitted to the derivatives
clearing organization for clearing by or for the clearing member or
a customer of the clearing member as quickly as would be
technologically practicable if fully automated systems were
used." The effective date for compliance with both rules is
October 1, 2012. The Division advised clearing member FCMs and DCOs that: The Division further indicated that, when the clearing
requirement determinations for credit default swaps and interest
rate swaps are finalized and in effect, a clearing member FCM must
accept or reject a trade for clearing within 60 seconds after the
trade has been submitted to it for clearing. In a letter to the Futures Industry Association, the Commodity
Futures Trading Commission's Division of Clearing and Risk has
extended the time for clearing member FCMs to comply with certain
provisions of CFTC Rule 1.73. Among other requirements, the rule
provides that clearing member FCMs must (i) establish risk-based
limits for all customer and proprietary accounts and (ii) screen
orders subject to automated execution on a designated contract
market (DCM) for compliance with the FCM's risk-based limits
prior to execution. The effective date of the rule is October 1,
2012. The Division's letter extends the compliance deadline to
June 1, 2013, for give-ups and bunched orders for both futures and
swaps and confirms that FCM-set risk controls at some of the
exchanges, such as the CME's Globex and ICE's WebICE
platforms, will be acceptable for compliance with the automated
screening of orders requirement in Rule 1.73. Where exchanges do
not offer these types of FCM-set controls, the CFTC letter grants
clearing member FCMs utilizing these exchanges relief from
complying with those provisions, if necessary, until the earlier of
the date on which the DCM implements such system, or June 1, 2013.
The letter reiterates CFTC's position that risk controls that
are reasonably designed to ensure compliance are sufficient for
non-automated open outcry and voice execution. The CFTC letter is available here. The Commodity Futures Trading Commission's staff has issued
interpretive guidance regarding the intended implementation of CFTC
Rule 39.13(g)(8)(ii), which provides that each derivatives clearing
organization (DCO) must require its clearing members to collect
initial margin from their customers for non-hedge positions at a
level that is greater than 100 percent of the DCO's initial
margin requirements. First, the staff made clear that the rule is
not intended to change existing practice in which exchange members
and certain other customer accounts are designated as
"member" or "hedge" accounts that are subject
to a lower initial margin requirement. The staff further indicated
that it generally would not object to the application of clearing
or maintenance margin requirements to customer omnibus accounts or
to the imposition of higher initial margin requirements for
positions within a clearing member's house account More information is available here. Last week the US District Court for the Northern District of
Illinois dismissed a derivative action brought in a consolidated
suit by various shareholders of healthcare company Baxter
International based on the shareholders' failure to establish
demand futility. The shareholders claimed that members of the
Baxter board (1) failed to comply with a Federal Drug
Administration (FDA) consent decree regarding one of the
company's faulty products, (2) failed to adequately monitor the
manufacture of a drug marketed by Baxter, (3) made
misrepresentations regarding the company's profits and revenues
and (4) engaged in insider trading. The shareholders argued that
demanding the board pursue this litigation would have been futile
because the board was not impartial. A key issue was the standard applicable to the shareholders'
claims of a failure to comply with the consent decree. The parties
disagreed with whether Aronson – the more
lenient test for futility where an affirmative decision of the
board of directors is being challenged – or
Rales – a more demanding test where a
shareholder alleges an unconsidered failure of the board to act or
manage – should apply. The District Court, applying the
Seventh Circuit decision Abbott Labs, found the
shareholders adequately pled that the board had made a
"knowing choice" not to comply with the FDA consent
decree. As a result, the Aronson test applied, requiring
the shareholders to show either reasonable doubt that the board
members were independent or disinterested, or had acted in bad
faith. On all claims, the shareholders failed to meet the high standard
of acting in bad faith. In particular, with regard to Baxter's
alleged failure to comply with the FDA consent degree, the District
Court found that, even accepting the shareholders' allegations,
the board had acted with good faith in its efforts. Although the
FDA ultimately demanded a product recall, the board members could
not be liable for business judgments even if their efforts were
"deeply flawed" or "fail[ed] spectacularly."
Despite the benefit of the more lenient Aronson test, the
shareholders' inability to plead a defect in the board's
decision process, rather than the outcome, was fatal. Because the
shareholders "had ample opportunity to put [their] best foot
forward," having had access to Baxter's books and records,
submitted witness affidavits, and previously amended their
complaint, the claims were dismissed with prejudice. North
Miami Beach General Employees Retirement Fund v. Parkinson,
No. 1:10-cv-06514 (N.D. Ill. Sept. 19, 2012). A recent Securities and Exchange Commission enforcement action
filed in the US District Court for the Middle District of Florida
aims to hold a director liable for a host of false statements made
while he strong-armed the remainder of the board and improperly
claimed the company as his own. According to the SEC's
complaint, defendant Michael Borish worked to exclude duly elected
board members, including the chairman of the board and president,
from the company. Borish was the CEO of Freedom Environmental
Services, Inc. when, as part of a reverse merger, it acquired
B&P Environmental Services, LLC. When the controllers of the
former B&P were elected to the board, and one was elected
chairman and president, Borish – now CEO and vice
president of the new Freedom entity – refused to release
control of the company or recognize the new board members. Borish
refused to provide directors with Freedom's books and records,
and operated Freedom as though he was the sole officer and
director. After two attempts in Florida state court to have Borish
comply with the purchase agreement and election results, the board
members filed for voluntary Chapter 11 bankruptcy protection. The civil litigation proved unsuccessful to resolve the dispute
over corporate control and the SEC stepped in, bringing claims
against Borish and Freedom, which he was exclusively controlling,
under Section 17(a) of the Securities Act of 1933, Sections 10(b),
13(a)-(b), and 14(c) of the Securities Exchange Act of 1934, and
SEC Rules 13a-14 and 14c-6. Specifically, the SEC alleged that
Borish caused Freedom to file with the SEC numerous reports
containing the false statements that Freedom's board of
directors and management did not change after the merger with
B&P, and that Borish was the president and sole director of
Freedom. Borish and Freedom were also charged with issuing a false
press release, claiming that Freedom had acquired a company when in
fact the parties to that acquisition had only entered into a letter
of intent, and the deal was never closed. The SEC also brought
claims against Borish and Freedom's COO, Michael Ciarlone, for
misappropriation of Freedom's funds into their own personal
accounts. SEC v. Freedom Environmental, No.
6:12-cv-01415-JA-DAB (M.D. Fl. Filed Sept. 17, 2012). On September 24, the federal banking regulators, the Federal
Deposit Insurance Corporation (FDIC), the Board of Governors of the
Federal Reserve System, and the Office of the Comptroller of the
Currency (OCC) (the regulators) released a Basel III
"calculator" intended to help estimate the impact of the
proposed new capital rules on banks and bank holding companies. The
regulators have stated the tool is intended to help institutions
estimate the potential effect the proposals could have on capital
ratios, "but should not be relied on as an indicator of a
bank's actual regulatory capital ratios." In June 2012,
the Federal Reserve Board, the FDIC and the OCC approved joint
proposals for comment that would revise their current regulatory
capital standards. The public comment period for these proposals
ends on October 22. The Basel III notice of proposed rulemaking
(NPR) focuses primarily on strengthening the level of regulatory
capital requirements and improving the quality of capital by
revising risk-based and leverage capital requirements consistent
with agreements reached by the Basel Committee on Banking
Supervision. The Standardized Approach NPR proposes a number of
enhancements to the risk-sensitivity of the agencies' capital
standards, including revising rules for calculating risk-weighted
assets to enhance risk sensitivity and address weaknesses
identified over recent years, incorporating aspects of the Basel II
standardized framework, and alternatives to credit ratings,
consistent with Section 939A of the Dodd-Frank Wall Street Reform
and Consumer Protection Act. These revisions will impact methods
for determining risk-weighted assets for residential mortgages,
securitization exposures and counterparty credit risk. The NPR also
would introduce disclosure requirements that would apply to US
banking organizations with $50 billion or more in total assets.
According to the American Bankers Association, the calculator is useful as a starting point for bankers to
consider the effect of the proposed rules on their banks and
customers, but ABA cautions against overreliance on its results.
The tool offers only a point-in-time and high-level overview of the
capital requirements, does not consider the increased volatility
resulting from the proposals, and has gaps in its securitization
treatment. The proposals' actual impact is heavily dependent on
technical new definitions, individual loan underwriting data, and
changing market conditions. The regulators themselves further cautioned that the estimation tool is designed primarily for use by smaller,
non-complex banking organizations that are not subject to the
agencies' market risk capital rule or the advanced approaches
capital rule. It provides a general estimate of a banking
organization's leverage and risk-based capital ratios under the
NPRs. Because the estimation tool was designed as a standardized
mechanism for banking organizations to broadly understand the
potential impact of the NPRs, it has certain inherent limitations
and contains some simplifying assumptions to facilitate its
widespread use. For example, the tool uses publicly available
regulatory reporting data to limit the amount of additional
information that banking organizations would need to prepare in
order to develop an estimate. The tool also uses a 10-year period
for phasing out non-qualifying capital instruments such as trust
preferred securities. As a result of these and other assumptions
that are described within the tool itself, a particular banking
organization's leverage and risk-based capital ratios under the
NPRs may vary from the estimates produced using this tool. On September 26, five federal agencies, including the Federal
Deposit Insurance Corporation, The Office of the Comptroller of the
Currency and the Board of Governors of the Federal Reserve System,
the Farm Credit Administration and the Federal Housing Finance
Agency, reopened the comment period on a proposed rule to establish
margin and capital requirements for swap dealers, major swap
participants, security-based swap dealers, and major security-based
swap participants for which one of the agencies is the prudential
regulator, pursuant to sections 731 and 764 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act. The comment
period—which originally ended July 11, 2011—was
reopened until November 26, 2012, "to allow interested persons
more time to analyze the issues and prepare their comments in light
of the consultative document on margin requirements for
noncentrally-cleared derivatives recently published for comment by
the Basel Committee on Banking Supervision and the International
Organization of Securities Commissions." On September 17, the Office of the Comptroller of the Currency
(OCC), which regulates national banks and federal savings
associations (collectively, banks), issued guidance on appropriate
credit risk management practices for investor-owned, one- to
four-family residential real estate (IORR) lending where the
primary repayment source for the loan is rental income. According
to the OCC, "this type of lending has increased because of a
variety of economic factors. This bulletin is intended to promote
consistent risk management practices for IORR lending and to
summarize the applicable requirements for regulatory capital and
call reports for IORR lending." In issuing the guidance, the
OCC noted that "some banks manage IORR loans in a similar
manner to owner-occupied one- to four-family residential loans. The
credit risk presented by IORR lending, however, is similar to that
associated with loans for income-producing commercial real estate
(CRE). Because of this similarity, the Office of the Comptroller of
the Currency expects banks to use the same types of credit risk
management practices for IORR lending that are used for CRE
lending." The guidance sets out the OCC's expectations in several key
areas including credit risk management, loan underwriting
standards, IORR identification and portfolio monitoring, loan
losses, risk assessment and rating systems, and regulatory
reporting and risk-based capital treatment. Criticizing implicitly notices of proposed rulemakings with
respect to new capital requirements, on September 27, 53 US
Senators from both parties urged federal banking regulators to
consider the "unintended consequences and their effect on the
viability of community banks across the country." The letter,
addressed to Federal Reserve Board Chairman Ben Bernanke, Acting
FDIC Chairman Marty Gruenberg and Comptroller of the Currency Tom
Curry, admonished the regulators that community banks "are
different from many larger institutions in size and scope, and we
do not see the value in requiring them to adhere to regimes
designed to manage larger and more complex risks. The proposed
[Basel III] rules could make it even harder to raise needed
capital. Community banks may change their business plans as a
result of the rules, thereby reducing lending and economic growth
in the communities in which they serve." Under the Michigan Health Insurance Claims Assessment Act (HICA
Act) (P.A. 142 of 2011), third-party administrators, carriers and
self-insured entities are required to pay assessments on the amount
of health care claims paid by them. This assessment will be used by
the State in funding its Medicaid program. Presumably, the payers
will seek to pass these assessments on to their clients, which
include health care benefit plans under the Employee Retirement
Income Security Act (ERISA). An organization representing entities involved with self-insured
health care benefit plans filed a complaint against various
Michigan authorities, seeking a declaration that the HICA Act was
preempted by ERISA and, in addition, violates the supremacy clause
of the United States Constitution. In arguing for preemption, the
complaint asserted that the HICA Act imposes administrative burdens
and fees that conflict with ERISA and undermine ERISA's
interest in uniform nationwide administration of ERISA plans. The
complaint also referenced the fact that the HICA Act expressly
referred to ERISA plans in its text. The US District Court for the Eastern District of Michigan held
that the HICA Act is not preempted by ERISA. The court determined
that the HICA Act, which assesses the tax only after a coverage
decision has been made and a claim has been paid, does not
impermissibly "relate to" ERISA plans, as it has neither
a prohibited "reference to" nor "connection
with" ERISA plans. It is well-established in the case law that
a state law must have one of those two relationships to ERISA plans
to trigger preemption. With respect to the "reference to" test, the court
found that the HICA Act "does not act exclusively on ERISA
plans or single them out for different treatment." Instead,
ERISA plans are one of numerous claims-paying entities that are
subject to the HICA Act, so that ERISA plans are not singled out,
and the impermissible "reference to" was not present. Turning to the "connection with" test, the court
stated that the HICA Act "does not mandate any particular
benefit structure or bind administrators to certain benefit
choices," and thus does not have an impermissible
"connection with" ERISA plans. In reaching its decision,
the court relied on US Supreme Court and lower court decisions
noting that laws that do not mandate particular structures for or
decisions about the processing of claims and disbursement of
benefits are not preempted, even if they may impose burdens on the
administration of ERISA plans or increase the cost of providing
benefits to covered employees. In this analysis, the court
referenced a US Supreme Court decision holding that a state's
general tax on hospitals—including hospitals owned by
ERISA plans—was not preempted. Based on these "reference to" and "connection
with" analyses, the court concluded that the HICA Act was not
preempted by ERISA. Having completed its ERISA analysis, the court,
in a footnote, rejected the plaintiff's supremacy clause
argument "for the same reasons." If the District Court's holding is upheld on appeal, other
states may seek to impose similar levies, which could be expected
to be passed on to plans. Self-Insurance Institute of America, Inc. v. Snyder,
2:11-cv-15602-JAC-DRG (E.D. Mich. Aug. 31, 2012). On September 21, the UK Financial Services Authority (FSA)
released a speech entitled "Financial Promotions: Keeping
Connected and Compliant" delivered by Clive Gordon, FSA's
Head of Conduct Risk. The speech highlighted common poor practices
identified by the FSA during its routine monitoring of digital
media promotions. Mr. Gordon drew particular attention to what he termed "a
couple of common regulatory myths about using digital
media" He emphasized the need for risk information to be prominent and
clearly displayed and for digital promotions to meet the FSA's
requirements for stand-alone compliance regardless of where or how
a promotion appears. It is proposed under the Financial Services Bill currently
before Parliament that the FSA's successor regulator the
Financial Conduct Authority (FCA) will have the power to ban
misleading financial promotions. Mr. Gordon stated that the FCA
"will be ready to take faster and more effective action from
the first day we get these powers" and will act to remove
misleading promotions from the market immediately. When it uses
this power, the FCA will publish the promotion and the reasons for
banning it to act as a deterrent to other regulated firms. Article 17 of the EU Short Selling Regulation (EU236/2012) (the
Short Selling Regulation) provides for certain exemptions for
market-making activities and primary market operations from the
requirements to make notifications and public disclosures of net
short positions and the restrictions on entering into uncovered
short sales under the Short Selling Regulation. This exemption can
be used by a person who has made a "legitimate
notification" to the relevant competent authority at least 30
days before the exemption is intended to be employed and where the
competent authority has not objected to its use. (On September 17,
the European Securities and Markets Authority (ESMA) published a
consultation paper on guidance on the exemptions under Article 17;
see the September 21, 2012, edition of
Corporate and Financial Weekly Digest.) On September 24, the UK Financial Services Authority (FSA)
published guidelines for the making of notifications to the FSA in
order to obtain market maker and primary dealer exemptions under
Article 17. The exemptions apply only to transactions carried out
in performance of market-making activities or as authorized primary
dealers; they do not apply to other activities carried out by the
entity making the notification. Since notification must be made to
the relevant regulator 30 days before it is relied on, for an
entity to be able to rely on an exemption from November 1 (the date
the Short Selling Regulation comes into effect), the FSA must
receive any relevant notification no later than October 2. On September 26, the FSA published the relevant notification
forms. They require detailed information (including name of issuer,
type of financial instrument and ISIN code (International Security
Identification Number)) for each instrument with respect to which a
market maker or primary dealer exemption is notified. On September 28, the UK Treasury released the Final Report of
the Wheatley Review of LIBOR setting out recommendations for LIBOR
reform. (The Wheatley Review, headed by Martin Wheatley, the
CEO-designate of the Financial Conduct Authority, was launched in
mid-August (see the August 17, 2012, edition of
Corporate and Financial Weekly Digest). The Review recommends that: The Treasury minister, Greg Clark, said that the Wheatley Review
had made a series of "comprehensive and practical
recommendations" designed to restore LIBOR's credibility.
Any necessary legislative changes will be considered for inclusion
in the Financial Services Bill which is currently before Parliament
or the Banking Reform Bill which will be introduced shortly. On September 27, the European Securities and Markets Authority
(ESMA) published its final report containing draft technical
standards for the EU Regulation on Over-the-Counter Derivatives,
Central Counterparties and Trade Repositories (EU648/2012)
(Regulation). The Regulation, which is generally known as the
"European Market Infrastructure Regulation" or EMIR, was
adopted by the European Parliament on March 29 (see the March 30,
edition of Corporate and Financial Weekly
Digest). EMIR is intended to improve the functioning of
over-the-counter (OTC) derivatives markets in the European Union by
reducing risks (by the use of central clearing and other risk
mitigation techniques), increasing transparency (by the use of
trade repositories) and mandating the use of central counterparties
(CCPs) meeting approval and supervision criteria designed to ensure
that CCPs are sound and resilient. The report sets out details of
how ESMA considers certain of EMIR's detailed requirements
should be implemented. The ESMA final report is the result of ESMA's June 25
consultation paper on proposed technical standards (see the June 29
edition of Corporate and Financial Weekly
Digest). It will be submitted to the European Commission
(Commission) for its approval by September 30. The Commission has
three months to decide whether to endorse ESMA's draft
technical standards. The matters that ESMA consulted on included: Among the many detailed changes made to the draft standards
which were the subject of ESMA's June consultation are the
following: In addition, on September 26, the European Banking Authority
adopted its draft technical standards under EMIR on capital
requirements for CCPs which will also be sent to the European
Commission for approval. The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
and
David A. Pentlow
SEC/CORPORATE
NYSE and NASDAQ Propose Compensation Committee and Compensation
Adviser Independence Rules
BROKER DEALER
SEC Report Regarding Handling of Material Non-public
Information by Broker-Dealers
CFTC
CFTC Issues Guidance on Trade Acceptance Requirements
CFTC Issues Extension of Time for Compliance with Certain
Pre-Trade Screening Requirements
CFTC Provides Clarification on Customer Initial Margin
Requirements
LITIGATION
Derivative Action Alleging Board's Refusal to Prevent
Regulatory Action by the FDA Failed to Overcome Requirement of
Demand on Board
SEC Targets CEO's Lockout of Duly Elected Board
Members
BANKING
Federal Banking Regulators Issue Basel III Calculator
Agencies Reopen Comment Period on Swap Margin and Capital
Proposed Rulemaking
OCC Issues Bulletin on Investor-Owned Residential Real
Estate
Bi-partisan Group of US Senators Urge Banking Regulators to
Protect Community Banks
EXECUTIVE COMPENSATION AND ERISA
State Levy on Paid Health Care Claims Survives ERISA Preemption
Challenge
UK DEVELOPMENTS
FSA Warns Firms About Financial Promotions
FSA Notification Procedure for Short Selling Regulation
Exemptions
Treasury Announces Recommendations for LIBOR Reform
EU DEVELOPMENTS
ESMA Releases EMIR Technical Standards
United States: Corporate and Financial Weekly Digest - September 28, 2012
Last Updated: October 1 2012
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