Last Friday Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most significant overhaul of financial services industry regulations since the great depression. Although we normally do not comment on legislation that has not yet become law, President Obama is expected to sign the bill shortly. Thanks to Dow Jones, here is a very brief summary of the over 2000 pages of new regulations that will go into effect shortly.
ANTICIPATING FINANCIAL SYSTEM PROBLEMS: Establishes the Financial Stability Oversight Council, charged with monitoring and addressing system-wide risks to the nation’s financial stability. Among its duties, the council would recommend stricter capital, leverage and other rules for large, complex financial firms that are judged to threaten the financial system. In extreme cases, it would have the power to break up financial firms.
LIQUIDATING TROUBLED BANKS: Gives federal regulators new authority to seize and break up large troubled financial firms without taxpayer bailouts in cases where the firm’s collapse could destabilize the financial system. Sets up a liquidation procedure run by the FDIC. Treasury would supply funds to cover the up-front costs of winding down the failed firm, but the government would have to put a “repayment plan” in place. Regulators would recoup any losses incurred from the wind-down afterwards by assessing fees on financial firms with more than $50 billion in assets.
LIMITING BANK PROPRIETARY TRADING: Would eliminate propriety trading by the largest financial firms, though banks could make investments in hedge and private-equity funds up to 3% or less of its Tier 1 capital. Banks would also be required to spin-off trading in agriculture, uncleared commodities, most metals, and energy swaps to separate affiliates.
SETTING NEW BANK CAPITAL STANDARDS: Would set new size- and risk-based capital standards, including a prohibition on large bank holding companies treating trust-preferred securities as Tier 1 capital, a key measure of a bank’s strength.
REGULATING DERIVATIVES: Would for the first time extend comprehensive regulation to the over-the-counter derivatives market, including the trading of the products and the companies that sell them. Would require many routine derivatives to be traded on exchanges and routed through clearinghouses. Customized swaps could still be traded over-the-counter, but they would have to be reported to central repositories so regulators could get a broader picture of what’s going on in the market. Would impose new capital, margin, reporting, record-keeping and business conduct rules on firms that deal in derivatives.
IMPROVING INVESTMENT ADVICE: Would give the SEC the authority to raise standards for broker dealers who give investment advice after the agency studies the issue. Would permit, but not require, the SEC to hold broker dealers to a higher-standard fiduciary duty similar to that to which registered investment advisers (such as PWJohnson Wealth Management) currently are held.
INCREASING HEDGE FUND TRANSPARENCY: Would require hedge funds and private equity funds to register with the SEC as investment advisers and to provide information on trades to help regulators monitor systemic risk.
PROTECTING CONSUMERS: A new Consumer Financial Protection Bureau within the Federal Reserve would have rulemaking and some enforcement power over banks and credit unions with assets of more than $10 billion in assets, pay day lenders, check cashers and certain other non-bank financial firms banks and non-banks that offer consumer financial products or services such as credit cards, mortgages, and other loans. Auto dealers are exempt.
INCREASING DEPOSIT INSURANCE: Would permanently increase the level of federal deposit insurance for banks, thrifts and credit unions to $250,000, retroactive to January 1, 2008.
SETTING NEW MORTGAGE STANDARDS: Lenders would be required for the first time to ensure that a borrower is able to repay a home loan by verifying the borrower’s income, credit history and job status. Would ban payments to brokers for steering borrowers to high-priced loans.
LIMITING LOAN SECURITIZATION: Banks that package loans would be required to keep 5% of the credit risk on their balance sheets. Would exempt from the rules low-risk mortgages that meet certain minimum standards. Regulators could permit alternative risk-retention arrangements for the commercial mortgage-backed securities market.
IMPROVING CREDIT RATING AGENCIES: Would establish a new quasi-government entity designed to address conflicts of interest inherent in the credit-rating business after the SEC studies the matter. Would also allow investors to sue credit-rating firms for a “knowing or reckless” failure to conduct a reasonable investigation, a lower liability standard than the firms were lobbying to get. Would establish a new oversight office within the SEC with the ability to fine ratings agencies and empowers the SEC to deregister a firm that gives too many bad ratings over time.
IMPROVING CORPORATE GOVERNANCE: Would give shareholders of public corporations a non-binding vote on executive pay and “golden parachutes,” and would give the SEC the authority to grant shareholders proxy access to nominate directors.
MONITORING INSURANCE INDUSTRY RISKS: Would create a new Federal Insurance Office within the Treasury Department to monitor the insurance industry, recommending to the systemic risk council insurers that should be treated as systemically important. Would require the new office to report to Congress on ways to modernize insurance regulation.
PAYING FOR THE BILL’S PROVISIONS: Would impose a special assessment on the nation’s largest financial firms to raise up to $19 billion to offset the cost of the bill. The fee would apply to financial institutions with more than $50 billion in assets and hedge funds with more than $10 billion in assets, with entities deemed high risk paying more than safer ones.

