The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 is one of the most significant and sweeping regulatory reforms since the Great Depression. Congress and lobbyists spent over a year negotiating provisions of this law, and we followed it every step of the way.

We created this site for our clients and contacts devoted exclusively to the Act and ongoing rulemaking by the Securities and Exchange Commission. The SEC rulemaking schedule is available at http://www.sec.gov/spotlight/dodd-frank.shtml and forecasts rulemaking initiatives between now and December 2012 to implement key corporate governance and securities related provisions under the Act.

Information on upcoming and archived Dodd-Frank educational events hosted by our firm is available below. We also invite you to review our Client Newsletters and other reference materials posted below including the full text of the Act, excerpts from the Act addressing investor protection (executive compensation and corporate governance), comprehensive summaries, pertinent SEC rulemaking releases and public statements.

Stay informed with Baker & McKenzie. We will continue to update the information on this site as it becomes available. For more information about this site and our upcoming events, contact Jonathan B. Newton.

SEC Rulemaking Implementing Dodd-Frank Webinars Webinar - Whistleblower Bounties: The SEC's Final Rules Friday, June 3, 2011 Webinar PowerPoint Presentation Webinar Recording Webinar - Whistleblower Bounties: The SEC's Proposed Rules Thursday, November 11, 2010 Webinar PowerPoint Presentation Webinar Recording Webinar - Say-On-Pay: the SEC's Proposed Rules Regarding Advisory Votes on Executive Compensation and 'Golden Parachutes' Thursday, October 28, 2010 Webinar PowerPoint Presentation Webinar Recording Podcast Hosted by Towers Watson - Hot Topics in Executive Compensation: Preparing for the Say-on-Pay Era in Executive Compensation Thursday, October 14, 2010 Link to podcast Clawbacks 40 Country Matrix - International Implications of Clawbacks of Equity Compensation (March 2011) Client Alerts Are You Ready for the New Reporting Requirements for Private Fund Advisers? SECs Controversial Proxy Access Rule Struck Down by US Court of Appeals SEC Adopts Final Dodd-Frank Whistleblower Rules SEC Considering the Extension of Registration Deadlines for Investment Advisers SEC Proposes Rules for Compensation Committee Members and Compensation Advisers Retroactive Application of Dodd-Frank in SEC Enforcement Proceedings SEC Adopts Final Rules for Shareholder Advisory Votes on Executive Compensation SEC Proposes Rules Related to Payments by Oil and Gas Companies and Mining Companies and Mine Safety Disclosure: What Public Companies Need to Know and Do Now SEC Releases Proposed "Conflict Minerals" Reporting Regulations SEC Issues Proposed Dodd-Frank Whistleblower Rules Say-On-Pay: SEC Issues Proposed Rules Regarding Advisory Votes on Executive Compensation and Golden Parachutes SEC Materials Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less than $150 Million in Assets Under Management, and Foreign Private Advisers (June, 22, 2011) Rules Implementing Amendments to the Investment Advisers Act of 1940 (June 22, 2011) Implementation of the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934 (May 25, 2011) SEC's Final Say-on-Pay regulations (January 25, 2011) Tentative Dodd-Frank Rulemaking Schedule SEC's Proposed Say-on-Pay regulations (October 18, 2010) SEC proposed rules regarding whistleblower program SEC Home Page - Dodd-Frank Initiatives and Progress to date SEC -- August 25 SEC Final Rule Release -- Facilitating Shareholder Director Nominations SEC -- August 25 Speech by Chairman Schapiro - Proxy Access SEC -- August 25 News Release -- SEC Adopts New Measures to Facilitate Director Nominations by Shareholders August 13 Joint SEC/CFTC Concept Release -- Definitions in Title VII of Dodd-Frank Act SEC -- July 14 Speech by SEC Chairman Regarding Concept Release on the U.S. Proxy System SEC -- July 14 Concept Release on the U.S. Proxy System SEC -- July 9 Speech by SEC Chairman Regarding Financial Reform SEC -- June 2009 proposed Proxy Access Rules Public Comment Page - Regulatory Initiatives Under Dodd-Frank Act  Speech by SEC Chairman Schapiro - Moving Forward - The Next Phase in Financial Regulatory Reform

The Dodd-Frank Act of 2010 Past Webinars and Seminars Click here to view the presentation materials of recently held webinars and seminars. Previous Client Alerts Executive Compensation, Corporate Governance and Disclosure Director Action Plan to Prepare for the 2011 Proxy Season: New Director Responsibilities and Disclosure Under the Dodd-Frank Wall Street Reform and Consumer Protection Act Executive Compensation and Corporate Governance Reform Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010: What Public Companies Need to Know and Do Now  New SEC Disclosure Requirements for Oil & Gas, Mining and Other Resource Extraction Issuers under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010: What Public Companies Need to Know and Do Now New Reporting and Audit Obligations for High-Tech and Other Manufacturers Proxy Access Business Roundtable and Chamber of Commerce v SEC - "Opinion by the United States Court of Appeals for the District of Columbia Circuit" (July 22, 2011) Proxy Access is a Reality - Updated Information for the 2011 Proxy Season and Beyond SEC Stays Proxy Access Rules Labor and Employment/Corporate Compliance Enhanced Whistleblower Incentives in Dodd-Frank Act Create Enhanced Risks for Public Companies An OFCCP by Another Name? The "Office of Minority and Women Inclusion" and Financial Reform  SEC Enforcement Actions The Dodd-Frank Act: Implications for Federal Securities Litigation Increased SEC and CFTC Enforcement Relating to Swaps and Security-Based Swaps Likely After Passage of the Dodd-Frank Act Regulation of Private Funds, Broker-Dealers and Investment Advisers Unprecedented US Regulation of Private Fund Activities Dodd-Frank Act Investor Protection Changes for Broker-Dealers and Investment Advisers Repeal of Rule 436(g) Dodd-Frank Act Repeals Securities Act Rule 436(g): Implications for Use of Credit Ratings in SEC Disclosure Documents The Repeal of Rule 436(g): Effect on the Asset-Backed Securities Market Reforms in 2009 New Items for the 2010 Proxy Season New Director Responsibilities and Action Items for the 2010 Proxy Season Know what you are signing and filing with the SEC: Executives Beware Section 1502 - Conflict Minerals Provision New Reporting and Audit Obligations for High-Tech and Other Manufacturers The Law The Legislation House Committee on Financial Services Senate Committee on Banking, Housing and Urban Affairs Dodd-Frank Act (full text) Comprehensive Summary Joint Explanatory Statement of the Committee of Conference The Key Corporate Governance/Executive Compensation Provisions Title IX - Investor Protections Title IX - Subtitle E - Governance and Executive Compensation Title IX - Subtitle G - proxy access and CEO/Chair split provision

In the News

• Baker attorneys host sessions for clients on corporate reform (Copyright 2010. Law Bulletin Publishing Company. Reprinted with permission.)
• Reform Law May Spur Whistleblowers (Reprinted and/or posted with the permission of Daily Journal Corp. 2010)

Quotables

"By issuing a concept release, the SEC is trying to 'confirm that the market agrees there are concerns, and that those concerns warrant action,' says William Davis, a partner in Baker & McKenzie’s Houston office. "It is trying to gauge people’s temperature before it starts changing things or even proposing to change them.'" — William Davis in Corporate Secretary on “A look at the SEC’s recent concept release on regulation and the proxy system.”

"[Whistleblowers] might also start lodging complaints with both the SEC and the company at the same time. Alternatively, the whistleblower may not have facts sufficient to warrant a complaint with the SEC, but may nevertheless lodge an initial vague complaint with the company. In either event, the company will then find itself in an undesirable race to investigate, take action, and reach out to the SEC (before the SEC reaches out to the company) if it wants to garner possible cooperation credit." — Jerome Tomas in Compliance Week on “Pitfalls Emerge in Dodd-Frank Bounty Provision.”  

“Now is the time to gear up and think about what you need to do if it’s possible you’ll get a [shareholder proxy access request] around Nov. 15.” — Roslyn Tom, in Compliance Week on "Prepping for Proxy Access."

 

Contacts