Citing “recent congressional and public policy trends disfavoring broker voting of uninstructed shares,” the NYSE has severely limited broker discretionary voting of uninstructed shares with regard to corporate governance proposals. Effective January 25, 2012, matters which would have previously been designated “Broker May Vote” will instead be designated “Broker May Not Vote.”
K&L Gates’ 2012 Annual Outlook provides a valuable collection of articles that address important industry and regulatory trends and their correlation with government and political developments. This edition highlights regulatory issues in European Union countries, and also covers diverse topics such as: systemic financial risk regulation, anti-corruption and white-collar enforcement initiatives, tax policies, competition and antitrust law matters, intellectual property and international trade developments, energy and climate change, and health care and food safety laws.
The Chairman of the CFTC, Gary Gensler, testified before the Senate Committee on Banking, Housing and Urban Affairs on May 22 on the progress of his agency’s regulatory reform of swaps. Gensler’s testimony included details on the CFTC’s plans for implementing these reforms cross-border.
On December 20, 2011, the Federal Reserve Board of Directors published its long awaited proposal on enhanced prudential standards and early remediation requirements. This proposal, required by the Dodd-Frank Act, would impose greater levels of regulation and supervision on:
In a December 23, 2011 approval order in connection with the proposed acquisition of RBC Bank (USA), a North Carolina based unit of Royal Bank of Canada, by The PNC Financial Services Group, Inc. includes the FRB’s first ever Dodd-Frank financial stability analysis. This analysis may serve as a model for how the FRB will determine going forward “the extent to which a proposed acquisition, merger, or consolidation would result in greater or more concentrated risks to the stability of the United States banking or financial system” now required under Dodd-Frank.
Section 3 of the Bank Holding Company Act, as amended by Dodd-Frank, prohibits the FRB from approving a merger, acquisition, or consolidation proposal that would result in a monopoly or would be in furtherance of any attempt to monopolize the business of banking in any relevant banking market.
At its January 11 meeting, the CFTC adopted final business conduct standards for swap dealers and major swap participants. These rules were proposed in December of 2010, and have garnered much attention and significant comment from the industry.
The Basel Committee on Banking Supervision has issued for consultation its revised Core Principles for Effective Banking Supervision. The consultative paper updates the Committee’s 2006 Core Principles document as well as the associated Core Principles Methodology, merging the two into a single comprehensive document. The revised set of twenty-nine Core Principles have also been reorganized to foster their implementation through a more logical structure, highlighting the difference between what supervisors do themselves and what they expect banks to do.
Treasury, the Fed, the FDIC, and the SEC have announced an extension of the comment period on the proposed regulations implementing the Dodd-Frank Act’s Volcker Rule provisions. Originally set to expire on January 13, 2012, the comment period has been extended a month until February 13, 2012.
On December 20, ISS published its white paper laying out in detail the pay for performance methodology it will implement under its 2012 policy updates. The goal of the white paper is to help both institutional clients and the companies in which they invest more fully understand ISS’ pay-for-performance methodology in advance of the 2012 proxy season.
In reaction to high volatility in the financial markets, on August 11, 2011, the Belgian Financial Services and Markets Authority (FSMA) banned shorts selling on of shares of certain Euronext Brussels listed banks and financial institutions. The FSMA also banned short selling of related derivatives.