Monthly Archives: November 2011

Registration of Security-Based Swap Dealers and Major Participants

Editor’s Note: Annette Nazareth is a partner in the Financial Institutions Group at Davis Polk & Wardwell LLP. This post is based on a Davis Polk client memorandum.

On October 12, 2011, the Securities and Exchange Commission (the “SEC” or the “Commission”) proposed, by a 3-1 vote, rules under the Dodd-Frank Act to provide for the registration of security-based swap dealers and major security-based swap participants (“SBS Entities”). [1] The SEC’s proposal (the “Proposal”) draws heavily upon existing SEC registration regimes and has taken into account the Commodity Futures Trading Commission’s registration requirements for swap dealers and major swap participants. Under the Proposal, market participants registered as both an SBS Entity and a broker-dealer are subject to a “similar and complementary registration regime.” To avoid unnecessary duplication, the Proposal would permit SBS Entities that are otherwise registered or registering as intermediaries with either the SEC or the Commodity Futures Trading Commission (the “CFTC”) to complete streamlined application forms.

The Proposal departs from the broker-dealer registration regime in what is likely to be its most controversial provision, requiring a “Senior Officer Certification” of the SBS Entity’s financial, operational, and compliance capabilities as part of the application for registration. [2] The Proposal does not include rules permitting registration on a “limited designation” basis, but seeks comment on this topic.

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ISS Seeks Comment on Draft Proxy Voting Policies

Editor’s Note: The following post comes to us from Bimal Patel, Manager for Global Governance Policy at the ISS Governance Institute.

As a critical component of ISS’ annual policy formulation process, ISS is seeking comment from institutional investors, corporate issuers, and other governance market participants on its proxy voting policy updates while they are still in draft stage. ISS is requesting comments on both its U.S. and international policies.

In response to a number of requests from investors, issuers and market intermediaries, ISS has extended the deadline for commenting on its 2012 draft proxy voting policies through Nov. 7.

The comments received on ISS’ 2012 draft policies from all market participants are invaluable to ISS as they help ensure that ISS’ draft policies reflect the perspectives of the corporate governance community and the best practices in corporate governance. ISS gathers broad input each year from institutional clients and market constituents through policy surveys, issue-specific roundtables, and this unique open comment period. During this year’s policy survey, more than 300 respondents weighed in on issues that included executive compensation, board independence, engagement triggers, and social and environmental issues. The full results from the survey are posted on the ISS Policy Gateway.

ISS will release its final 2012 U.S. and international policy updates during the week of Nov. 14 and its Global Policy Summary and Concise Guidelines in December. To participate in ISS’ comment period and learn more about its policy formulation process, please visit the ISS Policy Gateway.

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