• Rolling Jubilee.

On November 9th, The Telegraph reported that Rolling Jubilee, an off-shoot of the Occupy Wall Street movement, is raising money to purchase distressed debt and then forgive it. Rolling Jubilee.

• The Future of Cost-Benefit Analysis.

On November 8th, the Washington Post reported on the prospects of a proposed bill that would give the President the authority to require certain federal agencies, including the U.S. Securities & Exchange Commission (the "SEC"), to undertake additional cost-benefit analysis before finalizing new rules. Cost-Benefit Analysis.

• Dodd-Frank, After the Election.

On November 7th, the Washington Post discussed the future of financial industry regulatory reform in the wake of President Obama's re-election. Regulatory Future.

• Senator-Elect Elizabeth Warren.

On November 7th, DealBook speculated on what the financial industry can expect from Senator-elect Elizabeth Warren, who previously led the Congressional Oversight Panel for the Emergency Economic Stabilization Act and was a moving force behind the Consumer Financial Protection Bureau (the "CFPB"). Senator Warren. See also Bloomberg (discussing the CFPB, possible committee assignments, and whether Warren will bring additional pressure to bear on financial institutions).

• Credit Default Swaps and the Williams Act.

On November 6th, Stephen J. Lubben, writing for Dealbook, previewed the paper he co-authored with Rajesh P. Narayanan discussing the possible effect credit default swaps ("CDS") may have on restructurings. To ameliorate the possible negative impact CDS can have on the bankruptcy process, the paper suggests amending the Williams Act to require the disclosure of CDS holdings. Amendment.

• Basel III Delay.

On November 6th, Reuters reported Wayne Byres, Secretary General of the Basel Committee on Banking Supervision, has advised the G20 finance ministers that Basel III rules will not be completed in December, as initially planned. The final form of the rule's Liquidity Coverage Ratio should be available during the first part of 2013. LCR.

• Commodities, Banks, and Regulatory Uncertainty.

On November 5th, Reuters discussed the role commodities trading plays at banks and whether banks will continue to operate in the commodities markets as new regulations take effect. Regulatory Uncertainty.

• Financial Stability Board Discusses Shadow Banking.

On November 5th, Financial Stability Board (the "FSB") Chairman Mark Carney wrote the G20 finance ministers and central bank governors concerning the FSB's progress on, among other things, shadow banking. The FSB will be making shadow banking recommendations at the 2013 G20 Summit on issues including the prevention of money market runs, securitizations, and securities lending. Carney Letter. The FSB also provided progress reports on such matters as the central clearing of derivatives, reducing reliance on credit reporting agencies, and the global legal entity identifier. FSB Press Release.

• Updated Proposed Guidelines for Attorney Compensation in Larger Bankruptcy Cases.

On November 2nd, the U.S. Trustee Program published updated proposed guidelines for attorney compensation in larger Chapter 11 cases. Comments should be submitted on or before November 23, 2012.

• Financial Stability Board Proposes SIFI Resolution Guidance.

On November 2nd, the FSB published for comment proposed guidance on recovery and resolution planning for systemically important financial institutions ("SIFIs"). The proposed guidance would assist national authorities in implementing the recovery and resolution planning requirements previously set forth by the FSB and covers recovery triggers and stress scenarios to be used by firms in their recovery planning; the development of resolution strategies and associated operational resolution plans tailored to different group structures; and the identification of the critical functions and supporting services that would need to be maintained in a crisis for reasons of systemic stability. Comments should be submitted on or before December 7, 2012. FSB Press Release.

• Revised Regulatory Capital Rules Unlikely to Take Effect as Planned.

On November 9th, the Federal Reserve Board (the "Board"), the Federal Deposit Insurance Corporation (the "FDIC") and the Office of the Comptroller of the Currency (the "OCC") announced that the agencies' June 2012 notices of proposed rulemaking that would revise and replace the current regulatory capital rules are unlikely to go into effect on January 1, 2013, as was originally anticipated. Joint Press Release.

• Federal Reserve Board Launches 2013 Capital Planning and Stress Testing Program.

On November 9th, the Board launched the 2013 capital planning and stress testing program, issuing instructions to firms with timelines for submissions and general guidelines. The program includes the Comprehensive Capital Analysis and Review ("CCAR") of 19 firms as well as the Capital Plan Review ("CapPR") of an additional 11 bank holding companies with $50 billion or more of total consolidated assets. The aim of the annual reviews is to ensure that large, complex banking institutions have robust, forward-looking capital planning processes that account for their unique risks, and to help ensure that institutions have sufficient capital to continue operations throughout times of economic and financial stress. Institutions in the CCAR and CapPR programs will be expected to have credible plans that show they have sufficient capital to continue to lend to households and businesses even under severely adverse conditions, and are well prepared to meet Basel III regulatory capital standards as they are implemented in the United States. Federal Reserve Board Press Release.

• FRB Governor Duke Discusses Community Banks and Mortgage Lending.

On November 9th, the Board Governor Elizabeth A. Duke suggested the establishment of a separate set of rules for mortgage loans held by community banks. Duke Remarks.

• OCC Advises of Fictitious Correspondence.

On November 5th, the OCC advised that fictitious correspondence regarding funds purportedly under the control of the OCC and other government entities is in circulation. Any document claiming that the OCC is involved in holding any funds for the benefit of any individual or entity is fraudulent. The OCC does not participate in the transfer of funds for, or on behalf of, individuals, business enterprises, or governmental entities. OCC Alert.

• Yemen Sanctions Regulations.

On November 9th, the Treasury Department's Office of Foreign Assets Control ("OFAC") published regulations implementing Executive Order 13611 of May 16, 2012 (Blocking Property of Persons Threatening the Peace, Security, or Stability of Yemen). OFAC intends to supplement these regulations with a more comprehensive set of regulations, which may include additional interpretive and definitional guidance and additional general licenses and statements of licensing policy. The regulations are effective immediately. 77 FR 67276.

• Amendments to Iran Sanctions Regulations.

On November 8th, OFAC published amendments to the Iranian Financial Sanctions Regulations in order to implement Sections 214 through 216 of the Iran Threat Reduction and Syria Human Rights Act of 2012.The amendments expand sanctionable categories to include facilitating the activities of "a person acting on behalf of or at the direction of, or owned or controlled by," a person sanctioned under United Nations Security Council resolutions and authorize the imposition of sanctions on a foreign financial institution that knowingly facilitates significant transactions or provides significant financial services for a "person" (formerly, a "financial institution") whose property and interests in property are blocked pursuant to the International Emergency Economic Powers Act. The amendments are effective immediately. 77 FR 66918.

• Treasury Sanctions Affiliates of Iran's Government.

On November 8th, the Treasury Department announced a set of targeted sanctions against 17 individuals and entities related to the Iranian government's human rights abuses, its support of terrorism, and Iran's Islamic Revolutionary Guard Corps. Treasury Department Press Release.

• Futures Trader Allegedly Hid $8.3 Billion Position.

On November 8th, the Commodity Futures Trading Commission (the "CFTC") filed an enforcement action charging Matthew Marshall Taylor with defrauding his employer, a futures commission merchant, by intentionally concealing the true size, as well as the risk and potential profits or losses associated with the S&P 500 e-mini futures contracts position in a firm account traded by Taylor. The civil complaint alleges that for several months Taylor, while trading the firm account, entered fabricated e-mini futures trades into the FCM's manual trade entry system, thus concealing and misrepresenting the size of his $8.3 billion e-mini futures position within his employer's internal systems. Additionally, Taylor allegedly obstructed his employer's discovery of his scheme by, among other things, providing false, misleading or deceptive information and reports to the FCM's employees about the FCM's e-mini futures position, risk, and P&L. Taylor's e-mini futures trades and his concealment resulted in realized losses to the FCM of approximately $118,440,000. CFTC Press Release.

• Commissioner Chilton's Leitmotif.

On November 8th, DealBook noted the humor and musical references which frequently pepper CFTC Commissioner Bart Chilton's remarks. Leitmotif.

• Cross-Border Criticism.

On November 7th, Bloomberg reported foreign financial regulators made highly critical comments concerning the cross-border effect of CFTC rules for swaps during a joint CFTC-SEC meeting with foreign counterparts. Questions concerning the rules' cross-border impact were also raised by the CFTC's own Commissioners. Cross-Border Criticism. See also Financial Times.

• SEC Denies Motion to Stay the Effective Date of its Resource Extractor Disclosure Rules.

On November 8th, the SEC denied the motion of the American Petroleum Institute, Chamber of Commerce of the United States of America, Independent Petroleum Association of America, and National Foreign Trade Council to stay the November 13, 2012 effective date of the Commission's resource extractor disclosure rules. The Commission found movants failed to demonstrate the irreparable harm and the likelihood of success on the merits needed to obtain a stay. SEC Order.

• ALJ Rules on the Effect of Asserting the Attorney-Client Privilege.

On November 2nd, a SEC Administrative Law Judge issued an evidentiary ruling concerning the scope of the attorney-client privilege and the effect of its assertion. During an enforcement hearing the Division of Enforcement (the "Division") objected to a question posed to respondent Carlos J. Ortiz by his counsel as to whether the document that Ortiz used in making a presentation, and the underlying policy described in the document, were reviewed by the legal and compliance department of his employer, who is paying for Ortiz's defense. The Division claims the question was inappropriate because during the pre-hearing investigation, the employer asserted the attorney-client privilege and refused to allow the Division to question any witness about any matter involving their lawyer's review of documents or comments on any documents. Ortiz responds that he is not asserting a reliance-on-counsel defense but that he should have the opportunity to defend himself by showing that before he made any kind of statement or presentation concerning the securities that are the subject of the proceeding he had the underlying information checked by his employer's legal department. The ALJ concludes that the employer's counsel occasionally over-zealously invoked the attorney-client privilege to prevent the Division from exploring how and to what extent the legal department participated in the events at issue. Since the employer prevented the Division from investigating the legal department's involvement issues, the Division is unfairly prejudiced if respondent is allowed to show he consulted the legal department and it allowed or approved use of the materials which are the bases of the allegations. In the Matter of Miguel A. Ferrer and Carlos J. Ortiz, Admin.Proc.Rulings No. 703.

• SEC Appellate Brief.

The SEC posted its brief before the Third Circuit in support of a jury's verdict finding that defendants violated the Securities Exchange Act of 1934’s (the "Exchange Act") antifraud and shareholder reporting provisions by intentionally misrepresenting the extent and purpose of their beneficial ownership of shares, and supporting the district court's order to disgorge profits from selling those shares. Issues on appeal include the Commission's use of an allegedly inauthentic document; the admissibility of defendant's criminal allocution testimony; the sufficiency of the evidence; and the basis for the $49 million disgorgement order. Appellate Brief.

• Money Market Reform.

On November 8th, the Wall Street Journal reported regulators have responded unfavorably to the money market industry's circuit breaker proposal that would limit customer withdrawals in times of financial stress. The suggestion was made in an effort to counter a SEC proposal that would require the net asset values of money market funds to float or impose capital buffers. Money Market Reform.

• Corp Fin Considers New Disclosure Requirement.

On November 8th, CFO Journal reported the Division of Corporation Finance may recommend that the SEC propose rules requiring issuers to disclose their political spending and lobbying activities. The move comes after the agency received over 300,000 comment letters in response to a rulemaking petition submitted by 10 law school professors. Political Disclosure.

• SEC Computers Left Unencrypted.

On November 8th, Reuters summarized an upcoming SEC inspector general report concerning computer security lapses within the Commission's Division of Trading and Markets which left sensitive exchange data unencrypted. Security Lapse.

• Hurricane Sandy Relief Measures.

On November 5th, the SEC announced its staff is preparing Hurricane Sandy relief measures that are expected to include extensions of filing deadlines for any filing due during the period from October 29, 2012 to November 20, 2012 for publicly traded companies, investment companies, investment advisers, other persons with filing obligations, accountants, brokerage firms, and transfer agents, among others. It is anticipated that the deadline for any such filing would be extended to November 21, 2012, and the scope of the relief measures would extend to any individual and entity with a filing obligation that cannot file timely due to Hurricane Sandy and its aftermath. The staff will also consider requests for additional relief on a case-by-case basis. SEC Press Release.

• Cyber-Attacks: Risk Factor or Material Information.

On November 4th, Bloomberg discussed recent cyber-attacks upon prominent businesses and whether the event, and the resulting loss of confidential information, should have been disclosed to investors. Materiality.

• Disclosure Limits.

On November 2nd, DealBook columnist Steven M. Davidoff discussed the paper he co-authored with Claire Hill on the disclosures made by synthetic collateralized debt obligations where the reference securities are mortgage-backed securities. Disclosure Limits.

• Director of Investment Management Addresses Insurance Company Products.

On November 1st, Norm Champ, SEC Director, Division of Investment Management discussed life insurance company products. Champ highlighted a letter issued by the Office of Insurance Products that provided no-action assurance to an issuer of variable annuities used to fund 403(b) retirement plans that are subject to ERISA. In that letter, the staff stated that it would not recommend enforcement action if the sponsor of a 403(b) retirement plan makes a default allocation of investor assets into an annuity that carries the restrictions on withdrawals required by tax law, notwithstanding the requirement in the 1940 Act that variable annuities be fully redeemable. The letter relaxes the tax withdrawal acknowledgement requirement in two limited circumstances: first, where investor assets are allocated to a new 403(b) annuity offered in replacement of an existing 403(b) annuity or custodial account and, second, where allocations are made in connection with a participant's automatic enrollment as permitted by the Pension Protection Act. Champ also urged sellers of insurance products to convey to their contract owners as clearly as possible the contract risks they face. Imbedded assumptions in new product designs about interest rates, market volatility, or the robustness of hedging operations need to be carefully examined. The failure of these assumptions, Champ believes, is neither good for the long-term success of a business nor for its customers. Champ Remarks.

• Small Business Forum Agenda and Panelists.

The SEC published the agenda and panelists for its November 15, 2012 Government-Business Forum on Small Business Capital Formation. The first panel will focus on JOBS Act implementation and the second panel will focus on small business capital formation issues not addressed by the JOBS Act. In the afternoon, breakout groups will develop recommendations on a variety of issues related to small business capital formation. SEC Press Release.

• Disaster Recovery.

On November 7th, Businessweek reported on The Depository Trust & Clearing Corporation's actions before, during, and after Hurricane Sandy, actions which have allowed U.S. equities and debt markets to function smoothly. Disaster Recovery.

• Investment Adviser Skepticism.

On November 7th, the Wall Street Journal discussed investment adviser response to the Financial Industry Regulatory Authority's ("FINRA") offer to arbitrate advisers' customer disputes. Most expressed skepticism for the suggestion while others intimated cautious curiosity. FINRA Proposal.

• FINRA Delays Effective Date of the Minimum Quotation Size Pilot for OTC Equity Securities.

On November 2nd, FINRA announced it is delaying to November 12, 2012, the effective date for its amendments to FINRA Rule 6433 (Minimum Quotation Size Requirements for OTC Equity Securities), which simplifies the existing tier structure, facilitates the display of customer limit orders pursuant to FINRA Rule 6460 (Display of Customer Limit Orders), and expands the scope of the rule to encompass quotations displayed by non-market-makers. FINRA Regulatory Notice 12-51.

• Amendments Proposed to Streamline New Issue Information Submission Requirements.

On November 1st, the SEC provided notice of the Municipal Securities Rulemaking Board's filing of proposed amendments to Rules G-32 and G-34 to allow underwriters to satisfy certain of their submission requirements under Rule G-32 in connection with new issues of municipal securities by their submission of data, pursuant to Rule G-34, to the New Issue Information Dissemination Service ("NIIDS") operated by the Depository Trust and Clearing Corporation. In addition, the proposal would revise deadlines for the submission of data to NIIDS, remove certain exceptions from the NIIDS submission requirements under Rule G-34 for certain short term instruments, modify the EMMA system to include certain elements of the NIIDS data on the EMMA website, and eliminate language describing auction rate securities as having a short "effective maturity." Comments should be submitted on or before November 29, 2012. SEC Release No. 34-68134.

• NFA Makes Certain FCM Financial Information Accessible to the Public.

On November 7th, the National Futures Association (the "NFA") announced the public availability of its Background Affiliation Status Information Center ("BASIC"). From the NFA's BASIC website, futures customers can view certain financial information of any futures commission merchant. NFA Press Release.

• Longer Period Designated to Consider Proposed Listing of Additional Strike Prices.

On November 1st, the SEC designated December 19, 2012 as the date by which it will approve, disapprove, or institute disapproval proceedings regarding NYSE MKTS's and NYSE Arca's separately proposed amendment of their respective rules to permit them to list additional strike prices until the close of trading on the second business day prior to monthly expiration in unusual market conditions.

• Proposed Amendment Regarding the Calculation of Initial Margin is Approved.

On November 2nd, the SEC approved the Options Clearing Corporation's (the "OCC") proposed rule change to provide for the calculation of initial margin for OCC segregated futures customer accounts on a gross basis, as required by CFTC Rule 39.13(g)(8)(i). SEC Release No. 34-68148. See also SEC Release No. 34-68147 (notice of no objection under the Payment, Clearing, and Settlement Supervision Act of 2010).

• Revised Method for Determining the Minimum Clearing Fund Size is Proposed.

On November 1st, the SEC provided notice of the OCC’s filing of proposed revisions to its method for determining the minimum clearing fund size. The proposed rule change would implement a minimum clearing fund size equal to 110% of the amount of committed credit facilities secured by the clearing fund to ensure that the amount of the clearing fund likely will exceed the required collateral value that would be necessary for OCC to be able to draw in full on such credit facilities. Comments should be submitted on or before November 28, 2012. SEC Release No. 34-68130.

• CME Group Seeks to Enjoin Swap Data Reporting Rules.

On November 8th, Bloomberg reported the CME Group Inc. ("CME") has filed suit seeking to enjoin the CFTC's swap data reporting rules from taking effect on November 13, 2012. CME Group claims that the rules are duplicative and that the rulemaking process was flawed. Injunction.

• Conflict Minerals - Effective November 13, 2012.

The SEC has adopted a new form and rule pursuant to Section 1502 of the Dodd-Frank Act relating to the use of conflict minerals. Section 1502 added Section 13(p) to the 1943 Act, which requires the SEC to promulgate rules requiring issuers with conflict minerals that are necessary to the functionality or production of a product manufactured by such person to disclose annually whether any of those minerals originated in the Democratic Republic of the Congo (the "DRC") or an adjoining country. If an issuer's conflict minerals originated in those countries, Section 13(p) requires the issuer to submit a report to the SEC that includes a description of the measures it took to exercise due diligence regarding the conflict minerals' source and chain of custody. The measures taken to exercise due diligence must include an independent private sector audit of the report that is conducted in accordance with standards established by the Comptroller General of the United States. Section 13(p) also requires the issuer submitting the report to identify the auditor and to certify the audit. In addition, Section 13(p) requires the report to include a description of the products manufactured or contracted to be manufactured that are not "DRC conflict free," the facilities used to process the conflict minerals, the country of origin of the conflict minerals, and the efforts to determine the mine or location of origin. Section 13(p) requires the information disclosed by the issuer to be available to the public on its Internet website. 77 FR 56274.

• Disclosure of Payments by Resource Extraction Issuers - Effective November 13, 2012.

The SEC has adopted new rules and an amendment to a new form pursuant to Section 1504 of the Dodd-Frank Act relating to disclosure of payments by resource extraction issuers. Section 1504 added Section 13(q) to the Exchange Act, which requires the SEC to issue rules requiring resource extraction issuers to include in an annual report information relating to any payment made by the issuer, a subsidiary of the issuer, or an entity under the control of the issuer, to a foreign government or the Federal Government for the purpose of the commercial development of oil, natural gas, or minerals. Section 13(q) requires a resource extraction issuer to provide information about the type and total amount of such payments made for each project related to the commercial development of oil, natural gas, or minerals, and the type and total amount of payments made to each government. In addition, Section 13(q) requires a resource extraction issuer to provide information regarding those payments in an interactive data format. 77 FR 56365.

• Further Definition of "Swap Dealer," "Security-Based Swap Dealer," "Major Swap Participant," "Major Security-Based Swap Participant" and "Eligible Contract Participant" - Effective December 31, 2012.

In accordance with Title VII of the Dodd-Frank Act, the CFTC and the SEC, in consultation with the Board, are adopting new rules and interpretive guidance under the Commodity Exchange Act, and the Exchange Act, to further define the terms "swap dealer," "security-based swap dealer," "major swap participant," "major security-based swap participant," and "eligible contract participant." Joint Final Rule.

• Clearing Agency Standards - Effective January 2, 2013.

The SEC is adopting new Rule 17Ad-22 in accordance with Section 17A of the Exchange Act and Title VII and VIII of the Dodd-Frank Act. Rule 17Ad-22 establishes minimum requirements regarding how registered clearing agencies must maintain effective risk management procedures and controls as well as meet the statutory requirements under the Exchange Act on an ongoing basis. 77 FR 66220.

• Securities Litigation in 2012 and Beyond: New Targets, New Solutions.

Winston & Strawn will serve as sponsor and lead the presentation for the Association of Corporate Counsel-Southern California (ACC-SoCal) chapter's DoubleHeader® event. This year's seminar, "Securities Litigation in 2012 and Beyond: New Targets, New Solutions," will be held on November 13, 2012 in Los Angeles. Event Information.

• Winston & Strawn Sponsors & Attorneys Speak at CDR Conference.

Winston & Strawn will sponsor and litigation attorneys Justin McClelland and Philippe Cavalieros will speak at the CDR Conference to be held November 26-27, 2012 in London. This conference will address financial services litigation, cross-border litigation, international arbitration, mediation, and third-party finance. Event Information.

• Antitrust and Competition — The EU Weekly Briefing, Vol. 1, Issue 4.

Antitrust and Competition — The EU Weekly Briefing is designed to provide timely updates on recent European Union competition law by including a short description of, and links to, recent developments. Newsletter.

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