On July 19, 2013, Barbara Hagenbaugh, a spokeswoman for the Board of Governors of the Federal Reserve System (Federal Reserve) made the surprising announcement that the Federal Reserve "is reviewing the 2003 determination that certain commodity activities are complementary to financial activities and thus permissible for bank holding companies." The statement, upon which the Federal Reserve did not elaborate, seems to call into question the physical commodities trading activities (Physical Commodities Trading) that certain financial holding companies (FHCs), both domestic and foreign, have engaged in for the better part of the last decade.
Client Alert | July 22, 2013
On July 2, 2013, the Board of Governors of the Federal Reserve System (Federal Reserve) unanimously approved its final rule implementing Basel III (Final Rule) and thus established the post-Financial Crisis capital framework for institutions under its jurisdiction.
Client Alert | July 9, 2013
At the recently concluded G8 Summit at Lough Erne, Northern Ireland, leaders of the G8 economies agreed new measures to clamp down on money-laundering, tax evasion and tax avoidance, including the G8 Action Plan to prevent the misuse of companies and legal arrangements (the "Action Plan").The Action PlanThe agreed Action Plan sets out eight core principles designed to ensure the integrity of beneficial ownership and basic company information and the timely access to that information by law enforcement and tax authorities.
Client Alert | June 20, 2013
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and new Commodity Futures Trading Commission (CFTC) rules require that, subject to certain exceptions, swap counterparties clear swaps at a clearing house and execute them on a facility or exchange. One of these exceptions is the "end-user exception," which may be available for companies that are not "financial entities" and that use swaps to manage risk. There are several requirements that these entities must meet in order to rely on the end-user exception. For public companies, these include taking certain governance steps that involve board-level approval of the company's use of uncleared swaps and review of company policies on swaps. With the CFTC clearing requ
Client Alert | June 17, 2013
Since the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, (Dodd-Frank Act), Gibson Dunn has been monitoring regulatory developments that affect our clients, including developments at the Consumer Financial Protection Bureau (CFPB or the Bureau).
Client Alert | June 5, 2013
The comment period has now closed on the controversial proposed rule (FBO Proposal) of the Board of Governors of the Federal Reserve System (Board) implementing Sections 165 and 166 of the Dodd-Frank Act (Dodd-Frank) for foreign banking organizations (FBOs) and foreign nonbank financial companies supervised by the Board.
Client Alert | May 2, 2013
A discussion of the Commodity Futures Trading Commission's (CFTC) new rulemakings in 2013 and how Title VII has increased the CFTC's power to create and police the derivatives markets.
Client Alert | April 22, 2013
On April 15, 2013, the Board of Governors of the Federal Reserve System (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC) issued additional guidance (Guidance) with respect to the 2013 resolution plan submissions of the U.S.
Client Alert | April 22, 2013
This alert provides a comparison of the options now available for an issuer seeking to access the UK's equity capital markets, with a focus on the new "High Growth Segment" of the London Stock Exchange's Main Market.
Client Alert | April 12, 2013
Treasury officials have recently suggested that the Financial Stability Oversight Council (FSOC) may soon designate the first round of systemically significant nonbank financial companies (Nonbank SIFIs).
Client Alert | April 11, 2013
Throughout the first few months of 2013, each standing committee in the House of Representatives drafted and distributed its oversight agenda for the next two years.
Client Alert | April 2, 2013
London partner Patrick Doris and associate Mark Handley are the authors of “Letting Iran Off the Hook” [PDF] published by The Lawyer on April 1, 2013.
Client Alert | April 1, 2013
Having transformed U.S. bank regulation, Dodd-Frank implementation is now reshaping bank corporate governance. Recent rulemakings and proposals by the Board of Governors of the Federal Reserve System (Federal Reserve) point to a far more prescriptive approach to corporate governance for significant bank holding companies and significant foreign banking organizations with U.S.
Client Alert | March 21, 2013
This alert provides a summary of certain principles of English law and UK and European regulation applicable to UK-listed public companies and their shareholders that may affect shareholder activism, namely (i) stake-building, (ii) shareholders' rights to require companies to hold general meetings, (iii) shareholders' rights to propose resolutions at annual general meetings and (iv) recent developments in these and related areas.
Client Alert | March 15, 2013
Significant Consequences for Counterparties to Derivatives ContractsToday, a number of the principal obligations of The European Market Infrastructure Regulation ("EMIR") have entered into force with immediate effect, with wide-ranging consequences for all entities dealing in derivatives related to or affecting the European Economic Area.
Client Alert | March 15, 2013
The year 2012 saw vigorous activity in the creation and implementation of increasingly restrictive sanctions, particularly with respect to Iran. Enforcement of the sanctions has been accompanied by at times very significant penalties.This update reviews sanctions developments in the United States, European Union and the United Kingdom in 2012 in four areas -- legislation, Executive Orders, regulatory developments, and enforcement -- and assesses what the experiences in 2012 suggest about how business practices might evolve to adapt to current sanctions.OFAC SANCTIONSI. LegislationDuring 2012 the United States enacted some of its most restrictive sanctions, isolating Iran with trade barriers similar to those imposed on Cuba, to devastating effect. Augmented sanctions
Client Alert | March 13, 2013
The Financial Services Act 2012 (the "Act"), which comes into force on 1 April 2013, contains the UK government's reforms of the UK financial services regulatory structure and will create a new regulatory framework for the supervision and management of the UK's banking and financial services industry.
Client Alert | March 4, 2013
Dubai partner Hardeep Plahe and Brussels associate Alejandro Guerrero are the authors of “Changing of the guard” [PDF] published in the February 19, 2013 issue of Competition Law Insight.
Client Alert | February 19, 2013
Dubai partners Hardeep Plahe and Chézard Ameer are the authors of "New Investment Funds Regulations for the UAE" [PDF].
Client Alert | February 1, 2013
On December 21, 2012, the Commodity Futures Trading Commission ("Commission" or "CFTC") approved with a vote of 4-1 (Commissioner Sommers dissented) a final exemptive order entitled "Final Exemptive Order Regarding Compliance with Certain Swap Regulations," (the "Final Order") granting temporary conditional relief from certain provisions of the Commodity Exchange Act ("CEA") and the Commission's regulations with respect to non-U.S.
Client Alert | January 23, 2013
The Hiring Incentives to Restore Employment Act (the HIRE Act), enacted in 2010, contained provisions commonly referred to as FATCA that are intended to reduce the evasion of U.S.
Client Alert | January 22, 2013
The UK Financial Services Authority Publishes Consultation Paper on Implementation of AIFMD On November 14, 2012, the UK Financial Services Authority ("FSA") published the first part of its long-awaited consultation paper "CP 12/32 Implementation of the Alternative Investment Fund Managers Directive ("AIFMD") Part 1" ("CP 32").
Client Alert | November 23, 2012
After a period of intense political wrangling and lengthy delays, on 2 November 2012 the President of Myanmar signed into effect a new foreign investment law (the FIL) to replace the previous foreign investment law enacted in 1988. The new FIL comes at a time of momentous political and economic change within Myanmar that has seen the country move at an unprecedented pace in rejoining the international community after decades of isolation. Following is a summary of the key provisions of the FIL based on an unofficial translation made available to us, concluding with a brief assessment of the reception the law has received in the foreign investment community.Pertinent AuthoritiesThe FIL designates the Myanmar Investment Commission (the MIC) as the principal government organ for a
Client Alert | November 20, 2012
We promised to keep you updated on the legal and regulatory developments which we identified as pending developments in our Alert "From the Shareholders' Spring to the Autumn of Activism .
Client Alert | November 6, 2012
On September 28, 2012, the Financial Industry Regulatory Authority, Inc. ("FINRA") (f/k/a National Association of Securities Dealers, Inc. ("NASD")) filed proposed rule changes to NASD Rule 2711 with the Securities and Exchange Commission (the "SEC").
Client Alert | October 11, 2012
Yesterday's Press has variously reported the 9 October 2012 announcement by the SFO of revisions to its published guidance relating to facilitation payments, corporate hospitality and self-reporting under titles such as "SFO toughens stance on bribery", "Companies face bribery crackdown after new SFO rules" and "UK fraud buster tells firms no more cosy chats".
Client Alert | October 11, 2012
The Government of India ("Indian Government") has approved a number of significant amendments to India's foreign direct investment ("FDI") policy in a variety of sectors including aviation, broadcasting, power and retail.
Client Alert | October 1, 2012
The Government of India ("Indian Government") has approved a number of far-reaching amendments to India's foreign direct investment ("FDI") policy in the retail sector through the issuance of Press Note 4 of 2012 and Press Note 5 of 2012, each dated September 20, 2012.
Client Alert | September 28, 2012
On August 22, 2012, the SEC's Division of Trading and Markets (the "Staff") released Frequently Asked Questions ("FAQs") providing the Staff's views on provisions of the Jumpstart Our Business Startups Act ("JOBS Act") relating to research analysts and underwriters.
Client Alert | September 4, 2012
New York partner Eduardo Gallardo is the author of "An Expert's View" [PDF] published in the September 2012 issue of PLC's Practical Law The Journal.
Client Alert | September 1, 2012
On August 29, 2012, the Securities and Exchange Commission (the "SEC" or the "Commission") proposed rules to implement Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act, which requires the SEC to eliminate the prohibition against general solicitation and general advertising (together, "general solicitation") in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the "Securities Act") and Rule 144A under the Securities Act.
Client Alert | August 31, 2012
The Government of India ("Government") has revised its policy in relation to downstream investments by banking companies incorporated in India that are owned and/or controlled by non-residents or non-resident entities ("Revised FDI Policy").
Client Alert | August 13, 2012
(A look at the latest developments in activism and related regulations in the UK and EU) This alert discusses some of the recent regulatory developments and debate in the UK and at EU level which may have an impact on institutional investors (asset managers and asset owners) and public companies and takes a look at some examples of investor activism in these jurisdictions.
Client Alert | August 10, 2012
This alert focuses on the recent approval by the Commodity Futures Trading Commission ("CFTC") of the final rules relating to the end-user exception to the mandatory clearing requirements, what the rule means for end-users, and the effects that the final rule has for various swaps and entities. Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") provided non-financial end-users that use derivatives to hedge or mitigate their commercial risks an exception from the Dodd-Frank Act's clearing requirements. While Title VII of the Dodd-Frank Act provides and the CFTC's final rule implements an exception for qualifying non-financial swap end-users with respect to clearing and trading requirements, regulators have not
Client Alert | August 3, 2012
The first half of 2012 saw the Office of Foreign Assets Control ("OFAC") within the United States Department of Treasury continue enforcement of U.S. sanctions laws and issue a flurry of new regulations and guidelines.
Client Alert | July 27, 2012
This alert focuses on the impact that Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and related regulations will likely have on both financial and nonfinancial end-users. While Title VII of the Dodd-Frank Act provides certain exceptions for swap end-users with respect to margin, clearing, execution and other requirements, regulators have not provided definitive guidance regarding these and other issues affecting end-users resulting from Title VII. Imposing costly regulatory burdens may impact end-users' abilities to efficiently hedge and manage their risks. End-user clients still have an opportunity to shape many areas through public comment; however, where final rules exist, end-user clients must (1) unders
Client Alert | May 16, 2012
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act" or the "Act") into law. While the Act and recent commentary have focused primarily on common equity issuances by "Emerging Growth Companies" (or "EGCs"), the JOBS Act also impacts companies that have issued only debt securities in registered transactions, typically pursuant to an "A/B" exchange for privately offered high-yield debt securities.
Client Alert | April 23, 2012
On March 5, 2012, the United States Department of the Treasury ("Treasury"), Financial Crimes Enforcement Network ("FinCEN"), published an Advance Notice of Proposed Rulemaking ("ANPR") seeking comments on the concept of prescriptive rules for customer due diligence ("CDD") for certain financial institutions (and potentially all financial institutions) under the Bank Secrecy Act ("BSA").
Client Alert | April 11, 2012
To update our alert of March 28, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act") into law today. We believe the JOBS Act is the most significant modernization of the federal securities laws since the Securities and Exchange Commission's 2005 Securities Offering Reform.
Client Alert | April 5, 2012
On March 27, 2012, the House passed the Jumpstart Our Business Startups Act ("JOBS Act"), as amended and passed by the Senate on March 22. It is widely anticipated that President Obama will quickly sign the JOBS Act into law.
Client Alert | March 28, 2012
Implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act") requires agencies to promulgate hundreds of new rules. The Commodity Futures Trading Commission ("CFTC") is at the forefront of implementing the derivatives title of Dodd-Frank, and is approximately halfway through issuing roughly 50 new rules. When Congress was considering the Dodd-Frank Act, a principal hallmark of the legislation was increased transparency. The real-time public reporting rule, recently issued by the CFTC, will dramatically change the content and amount of derivatives transactional information that is shared with the public. It also imposes new and potentially daunting burdens on companies that use derivatives products.T
Client Alert | March 23, 2012
Fines Imposed by UK Financial Services Authority Illustrate Differences between US and UK Market Abuse Regimes The UK Financial Services Authority ("FSA") imposed fines of £3.651 million ($5.77 million) on Greenlight Capital Inc., a US hedge fund manager ("Greenlight"), £3.638 million ($5.74 million) on David Einhorn, Greenlight's owner, and £350,000 ($553,000) on Andrew Osborne, a former Bank of America Merrill Lynch banker. These fines were levied in connection with Greenlight's trading in the shares of Punch Taverns Plc ("Punch"), a UK pubs business, ahead of a planned equity offering. The FSA imposed the fines on the grounds that Greenlight traded on inside information conveyed to David Einhorn during a conference call with Punch's CEO and A
Client Alert | March 5, 2012
New York partners Lois Herzeca and Eduardo Gallardo are the authors of "Delaying Judgment Day: How to Defer Stockholder Votes in Contested M&A Transactions" [PDF] published in the March 2012 issue of Insights.
Article | March 1, 2012
The Hiring Incentives to Restore Employment Act (the HIRE Act), enacted in 2010, contained provisions (now commonly referred to as FATCA) intended to reduce the evasion of U.S.
Client Alert | February 9, 2012
Washington D.C. partner John Sturc, and New York partners Barry Goldsmith and Mark Schonfeld are the authors of "Securities Enforcement 2011 — What Hath Dodd Frank Wrought?" [PDF] published in the February 6, 2012 issue of BNA's Securities Regulation & Law Report.
Client Alert | February 6, 2012
On January 23, 2012,[i] the Council of the European Union agreed to impose additional restrictive measures against Iran in the range of industrial sectors, inter alia: in the energy sector, including an embargo of Iranian crude oil imports to the EU; in the financial sector, including against the Central Bank of Iran; in the transport sector; additional export restrictions on gold and on sensitive dual-use goods and technology; as well as additional designations of specific persons and entities.[ii] The Decisions adopted by the Council were in response to ongoing Iranian activities relating to the suspected development of military nuclear technology, particularly its acceleration of uranium enrichment activities, in violation of six UNSC Resolutions and eleven IAEA Board Resolutions.
Client Alert | January 30, 2012
Over the past ten years, Indonesia's commercial banking sector has been an attractive destination for foreign investors. This has been in large part due to the Indonesian government's relaxed banking policy, which until now has been geared towards fostering foreign investment in the industry. A proposed amendment to the banking policy, however, may have significant consequences for current and potential investors.Following the 1997 Asian financial crisis, the Indonesian government enacted Government Regulation No.
Client Alert | January 19, 2012
The year 2011, like the year 2010, saw substantial fines and continuing focus on export enforcement at the Office of Foreign Assets Control ("OFAC") within the United States Department of the Treasury.
Client Alert | January 18, 2012
Overview -- It's not just a numbers game ... Since overhauling its financial penalty framework in March 2010, the UK Financial Services Authority (FSA) has gone a long way to dispel views that it has a lacklustre approach towards levying market abuse fines.
Client Alert | December 6, 2011
In November 2011, the International Atomic Energy Agency (IAEA) reported that the Islamic Republic of Iran has violated its international obligations by conducting activities relevant to developing a nuclear explosive device.
Client Alert | December 6, 2011