Securities and Exchange Commission January 2011 – Federal Register Recent Federal Regulation Documents
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Net Worth Standard for Accredited Investors
We are proposing amendments to the accredited investor standards in our rules under the Securities Act of 1933 to reflect the requirements of Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 413(a) requires the definitions of ``accredited investor'' in our Securities Act rules to exclude the value of a person's primary residence for purposes of determining whether the person qualifies as an ``accredited investor'' on the basis of having a net worth in excess of $1 million. This change to the net worth standard was effective upon enactment by operation of the Dodd- Frank statute, but Section 413(a) also requires us to revise our current Securities Act rules to reflect the new standard. We also are proposing technical amendments to Form D and a number of our rules to conform them to the language of Section 413(a) and to correct cross- references to former Section 4(6) of the Securities Act, which was renumbered Section 4(5) by Section 944 of the Dodd-Frank Act.
Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
Pursuant to Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act,\1\ we are adopting new rules related to representations and warranties in asset-backed securities offerings. The final rules require securitizers of asset-backed securities to disclose fulfilled and unfulfilled repurchase requests. Our rules also require nationally recognized statistical rating organizations to include information regarding the representations, warranties and enforcement mechanisms available to investors in an asset-backed securities offering in any report accompanying a credit rating issued in connection with such offering, including a preliminary credit rating.
Issuer Review of Assets in Offerings of Asset-Backed Securities
We are adopting new requirements in order to implement Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ``Act''). We are adopting a new rule under the Securities Act of 1933 to require any issuer registering the offer and sale of an asset-backed security (``ABS'') to perform a review of the assets underlying the ABS. We also are adopting amendments to Item 1111 of Regulation AB that would require an ABS issuer to disclose the nature of its review of the assets and the findings and conclusions of the issuer's review of the assets.
Rules of Practice
Section 916 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (``Dodd-Frank Act'') \1\ amended Section 19(b) of the Securities Exchange Act of 1934 (``Exchange Act''),\2\ which governs the handling of proposed rule changes submitted by self-regulatory organizations (``SROs''). Among other things, the Dodd-Frank Act's amendments to Section 19 of the Exchange Act require the Securities and Exchange Commission (``Commission'') to promulgate rules setting forth the procedural requirements of proceedings to determine whether a proposed rule change should be disapproved. In satisfaction of this requirement, the Commission is adopting new Rules of Practice to formalize the process it will use when conducting proceedings to determine whether an SRO's proposed rule change should be disapproved under Section 19(b)(2) of the Exchange Act. The new rules are intended to add transparency to the Commission's conduct of those proceedings and address the process the Commission will follow to institute proceedings and provide notice of the grounds for disapproval under consideration as well as provide interested parties with an opportunity to submit written materials to the Commission. In addition, the Commission is making conforming changes to Rule 19b-4 under the Exchange Act in recognition of the new Rules of Practice. Further, pursuant to Section 107 of the Sarbanes-Oxley Act of 2002 (``Sarbanes- Oxley Act''), the provisions of paragraphs (1) through (3) of Section 19(b) of the Exchange Act govern the proposed rules of the Public Company Accounting Oversight Board (``PCAOB'').\3\ The Commission is amending Regulation P to add a rule providing that these new Rules of Practice also formalize the process the Commission will use when conducting proceedings to determine whether a PCAOB proposed rule should be disapproved.
Trade Acknowledgment and Verification of Security-Based Swap Transactions
In accordance with Section 764(a) of Title VII of the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 (``Dodd- Frank Act''), the Securities and Exchange Commission (``Commission'') is proposing rule 15Fi-1 under the Securities Exchange Act of 1934 (``Exchange Act''), 15 U.S.C. 78a et seq., which would require security-based swap dealers and major security-based swap participants to provide trade acknowledgments and to verify those trade acknowledgments in security-based swap transactions.
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