I wrote an article published by Securities Regulation Daily discussing the upcoming “say-when-on-pay” votes that many companies will hold during their annual meetings this year. Because Dodd-Frank mandates that the vote be held every six years, a great portion of companies last held the say-when-on-pay vote immediately following the enactment of Dodd-Frank in 2011 and

Last week, as reported by The Wall Street Journal, POLITICO and others, the House voted for a sweeping rewrite of the Dodd-Frank Act. According to Politico, “The legislation, approved without a single Democratic vote, represents the GOP’s opening salvo in the debate over easing the rules on the financial system, a move sparked by the election of President Donald Trump and Republican control of Congress.”

For our prior coverage of the CHOICE Act, see these posts here and here.

Below are three takeaways on the CHOICE Act passage:

  • There is a strong GOP push to significantly revise the rules governing Wall Street. In addition to the CHOICE Act, on Monday, June 12, the U.S. Department of the Treasury released its much anticipated financial regulatory reform report. This report stems from the President’s February 2017 Executive Order on “Core Principles for Regulating the U.S. Financial System” where the Secretary of the Treasury was to “identify any laws, treaties, regulations, guidance, reporting and record keeping requirements, and other Government policies that inhibit Federal regulation of the U.S. financial system in a manner consistent with the core principles.”


Continue Reading 3 Takeaways from the Recent House Passage of the Financial CHOICE Act

As we arrive at the height of the annual meeting season this May, many public companies will be holding say-when-on-pay votes this month in light of the requirement under the Dodd-Frank Act to hold such vote every six years and the fact that many public companies first held this vote in 2011 following the enactment of Dodd-Frank. In this regard, registrants should be reminded of the requirement under Item 5.07(d) to report the determination of the registrant, in light of the shareholder vote on say-when-on-pay, regarding how frequently the registrant intends to hold say-on-pay votes until the next required say-when-on-pay shareholder vote. Under the Form 8-K rules, this disclosure may be made in the Form 8-K disclosing the annual meeting voting results or in a separate Form 8-K amendment filed within 150 days following the date of the annual meeting (but, in any event no later than 60 days prior to the Rule 14a-8 shareholder proposal submission deadline).

Continue Reading Annual Meeting 8-K: Don’t Forget SWOP Determination

Recently, I wrote a blog post about the anticipated update to the Financial CHOICE Act and a leaked memo from Jeb Hersarling, Chair of the House Financial Services Committee, to the Committee’s Leadership Team regarding proposed changes from the original Financial CHOICE Act introduced last year.

For legal teams updating directors and management teams on developments in Congress that may impact them in the near term, here are just some of the items to consider for this Act that would have an immediate impact on public companies (and probably well-received):

Continue Reading More on the Financial CHOICE Act 2.0

In the past couple days, much has been written about the contents of a leaked memo from Jeb Hersarling, Chair of the House Financial Services Committee, to the Committee’s Leadership Team. The memo, of which we have obtained a copy and posted here, outlines proposed changes from the original Financial CHOICE Act, introduced last year. The original version of the Financial CHOICE Act is located here.

According to sources, the current word (for whatever current “word” is worth nowadays) is that the revised draft of the Financial CHOICE Act may come out end of month with a pretty quick mark-up in March. Additionally, some think that if the repeal of the Durbin Amendment (which limits the fees that may be charged to retailers for debit card processing) remains in the bill, then that provision may hold it all up given that opposition doesn’t necessarily divide along party lines, but rather along who has a large bank or retail headquarter in their district.

Continue Reading What to Expect in the New Financial CHOICE Act (2.0)