The Securities and Exchange Commission announced it will consider two items on its Dodd-Frank Act rulemaking agenda next week, including new listing standards and disclosure rules for national securities exchanges like Nasdaq and the New York Stock Exchange regarding the compensation advisers of listed companies.

The Commission will consider proposing a rule to implement Section 952, which requires exchanges to list standards for compensation committee and adviser independence. Under Dodd-Frank, the SEC must also propose disclosure rules regarding compensation consultant conflicts.

This provision is similar to the Sarbanes-Oxley rules for audit committees, Meredith Cross, Corporation Finance Division Director, said in October. Rules for the listing standards must go into effect by July 16, 2011, and the disclosures on or after July 22, 2011.

Retention Requirements For Asset-backed Securities Issuers

At its March 30 Sunshine Act open meeting, the Commission will also consider whether to propose a rule about credit risk retention by issuers of asset-backed securities jointly with other federal regulators, as it is required to do under Dodd-Frank.

Section 941(b) of the Dodd-Frank compels the SEC, the Secretary of Housing and Urban Development, the Director of the Federal Housing Finance Agency, and the Federal banking agencies jointly to issue a regulation requiring a securitizer to retain an economic interest in a portion of the credit risk for any asset that the it sells or transfers by issuing an asset-backed security. The requirements will be modified according to the issuer's asset class. "Qualified residential mortgages,” to be defined by the agencies, will be exempt from this prohibition.

The Board of Governors of the Federal Reserve System published a report in October 19 on the new risk retention requirements, as required under Dodd-Frank Section 941(c). It said, however, that it could not yet study the effects of the rules, since they were still being drafted, and so it provided instead an impact analysis of risk retention and incentive alignment practices for individual classes of asset-backed securities before and after the crisis. The Board thus extended the period of enactment of the rule by 180 days. The deadline was originally set for April 17, 2011.

Stay tuned for the Filing Cabinet's coverage of next week's meeting.

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