The Association of Corporate Treasurers The European Commission has been consulting on regulatory arrangements for credit rating agencies ("CRAs"). The ACT submission notes the functions the CRAs perform for issuers and investors. Specifically, the submission: Agrees that excessive "hard coding" of ratings within regulation can cause a herding effect that may be destabilizing, but sees the alternative of using CDS or bond spreads as inappropriate in regulation; Sees no need to change the charging model for sovereign ratings, nor force free disclosure of full sovereign rating reports; Views

Financial Services Authority On January 6 2011, the Financial Services Authority ("FSA") published a consultation paper on the suitability of investment advice. The consultation paper recommends that financial advisers should assess the suitability of investments, adopt risk-profiling tools and develop processes to identify clients who are risk averse. The FSA was concerned that financial advisers had used insufficient risk profiling analyses and in doing so, had failed to take appropriate account of clients' capacity for loss. The FSA warned that financial advisers' explanations of risks

CFTC Dodd-Frank Rulemaking The CFTC is issuing a notice soliciting comments on the record retention requirement that is embedded in an interim final rule's reporting requirement that the CFTC adopted pursuant to Dodd-Frank, which requires parties to pre-enactment unexpired swap transactions to report certain information related to such transactions to a swap data repository or to the Commission. Document Number 76 FR 1603 Date January 2011 Cross References (links may require a Cabinet subscription) Dodd-Frank Act, Title VII, Secs. 729 CEA Sec. 2(h)(5)

FINRA Regulatory Notice FINRA issued a regulatory notice to alert firms of the SEC's approval of new know-your-customer and suitability rules and to establish the effective date of the new rules as October 7, 2011. New FINRA Rules 2090 (Know Your Customer) and 2111 (Suitability) are modeled after NYSE Rule 405(1) and NASD Rule 2310, respectively. Among other things, the new rules amend the previous rules by (i) applying the suitability rule to investment "strategies" as well as "recommendations"; (ii) expanding the types of information firms must consider in assessing a customer's investment

FINRA Regulatory Notice FINRA is requesting comment on a new proposal to amend its Rule 5122, which requires certain disclosures to be made in private placements issued by broker-dealers. The amendments would expand the rule to reach all private placements in which a broker-dealer participates (i.e. not just those in which it is an issuer), and would eliminate a current exemption in the rule for broker-dealers acting in a "wholesaling" capacity. Please contact any of the following Cadwalader attorneys if you have any questions about this item: Steven Lofchie; steven.lofchie@cwt.com Jeffrey