SEC Open Meeting, January 25, 2011

From MarketsReformWiki
Jump to: navigation, search
Dodd-Frank Timeline, Investment Adviser Reporting, Joint SEC-CFTC Rulemaking
Final Rule Issue Effective Date Compliance Date
November 16, 2011 March 31 2012 June 15, 2012*
Dodd-Frank Timeline, CPO/CTA Registration, CFTC
Final Rule Issue Effective Date Compliance Date
February 9, 2012 July 2, 2012 by December 2012*
Dodd-Frank Timeline,
Net Worth Standard for Accredited Investors, SEC
Proposal Date Final Rule Issue Effective Date
January 31, 2011 December 29, 2011 February 27, 2012
Dodd-Frank Timeline, Shareholder Approval of Executive Compensation and Golden Parachute Compensation, SEC
Approval Date Effective Date Compliance Date
February 2, 2011 April 4, 2011 April 4, 2011

The U.S. Securities and Exchange Commission (SEC) public meeting focused on the issuance of proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act concerning:

  • reporting by investment advisers to private funds and certain commodity pool operators and commodity trading advisors on Form PF;
  • net worth standard for accredited investors; and
  • shareholder approval of executive compensation and "golden parachute" compensation arrangements.

Archived webcast:

Meeting Summary

Topics of Discussion

  • A rule under the Advisers Act establishing reporting obligations for advisers to private funds.
  • Rule amendments regarding the definition of "accredited investor."
  • Rules requiring "shareholder advisory votes to approve the compensation of executives, or say-on-pay votes, and the frequency of shareholder say-on-pay votes."

Related Documents

Reporting by Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on Form PF

Read comment letters.png
Read proposed rule.png

Net Worth Standard for Accredited Investors

Read comment letters.png
Read proposed rule.png

Shareholder Approval of Executive Compensation and Golden Parachute Compensation

Read final rule.png


Chairman Mary L. Schapiro; whose statements include:

  • A summary of the three proposed rules.
  • An explanation of proposed Form PF- "for collecting the information intended to give regulators new insight into private fund activities that have the potential to create systemic risk."
  • A recommendation to amend the definition of "accredited investor."
  • An introduction of proposed rules concerning shareholder votes on executive compensation and golden parachutes.
  • An explanation of the say-on-pay vote requirement- "at least once every three years, beginning with the first annual shareholders’ meeting taking place on or after January 21, 2011."
  • An explanation of the "golden parachute" provision, which requires "those who are soliciting for shareholder consent or approval to disclose all such agreements and understandings that both the acquiring and target companies have with the named executive officers of both companies."
  • A recommendation of a delayed say-on-pay/golden parachute compliance date (exemption for two years) for smaller reporting companies.

Commissioner Kathleen L. Casey, whose statements include:

  • An explanation of the intention of Form PF.
  • "Given the focus of the proposed reporting — the collection of data that will allow for the monitoring of those fund activities or characteristics that may signal the potential to cause financial instability — I am interested in comment on whether the metrics we propose today are appropriate or useful to that particular purpose."
  • Support for the proposed accredited investor rule.
  • Noting that smaller companies would be more greatly affected by the net worth provision than would larger companies.
  • Declining support for the proposed say-on-pay/golden parachute rules.

Commissioner Troy A. Paredes, whose statements and questions include:

  • Concerns with the net worth provision in the proposed accredited investor regulation.
  • "Should the Commission “grandfather” an investor’s accredited status for the focused purpose of allowing an investor who does not satisfy the new net worth standard to make follow-on investments in a company or a fund that the investor is already invested in?"


MarketsReformWiki Sponsors

RSM US LLP ADM Investor Services Cinnober Fidessa