By the Subcommittee on Annual Review, Committee on Federal Regulation of Securities, ABA Business Law Section*
This Annual Review ("Review") was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal securities law and regulation during 2018. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments.
The Review is written from the perspective of practitioners in the fields of corporate and securities law. This results in an emphasis on significant developments under the federal securities laws relating to companies, shareholders, and their respective counsel. Our discussion is limited to those developments that are of greatest interest to a wide range of practitioners and addresses only final rules.
During 2018, the U.S. Securities and Exchange Commission (the "Commission") continued to devote significant resources to rulemaking required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd- Frank Act").1 In particular, substantial time was devoted to actions necessary to implement the requirements of Title VII of the Dodd-Frank Act in order to regulate the markets for security-based swaps.
During 2018, the Commission also focused on rulemaking that is consistent with the Commission's Disclosure Effectiveness initiative, and that is intended to promote capital formation.
Generally, the Review does not discuss proposed regulations or rules that are narrowly focused. For example, the Review generally does not address regulation of over-the-counter derivatives, hedge fund, and other private fund related rulemaking, or rulemaking related to registered investment companies, registered investment advisers, broker-dealers, or municipal advisors. Cases are chosen for both their legal concept as well as factual background. While the Subcommittee tries to avoid making editorial comments regarding regulations, rules, or cases, we have attempted to provide a practical analysis of the impact of the developments in the law and regulations on the day-to-day practice of securities lawyers.
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* Anna T. Pinedo, Chair, is a member of the New York bar, a partner in the Corporate & Securities practice at Mayer Brown LLP in New York, and an adjunct professor at the George Washington University Law School. Jennifer J. Carlson is a member of the California and Illinois bars and a partner in the Corporate & Securities practice at Mayer Brown LLP in Palo Alto. Sean M. Donahue is a member of the District of Columbia bar and a partner at Morgan, Lewis & Bockius LLP in Washington, DC. Martin Estrada is an associate in the Corporate & Securities practice at Mayer Brown LLP in New York and a member of the New York bar. William O. Fisher is a member of the California bar, a visiting professor at The University of Nebraska-Lincoln College of Law, and a former partner of Pillsbury Winthrop LLP in San Francisco. Raffi Garnighian is an associate in the Corporate & Securities practice at Mayer Brown LLP in New York and a member of the New York bar. Gonzalo Go is an associate in the Corporate & Securities practice at Mayer Brown LLP in New York and a member of the New York bar. Linda L. Griggs is a member of the District of Columbia bar and a senior counsel at Morgan, Lewis & Bockius LLP inWashington, DC. John J. Harrington is a member of the Ohio bar and a partner in the Corporate & Securities practice at BakerHostetler in Cleveland. Michael L. Hermsen is a member of theWisconsin and Illinois bars and a partner in the Corporate & Securities practice at Mayer Brown LLP in Chicago. Laura D. Richman is a member of the Illinois bar and counsel in the Corporate & Securities practice at Mayer Brown LLP in Chicago. Julia Spinelli is an associate in the Corporate & Securities practice at Mayer Brown LLP in New York and a member of the New York bar.
1. Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203, 124 Stat. 1376 (2010).
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