In this issue:

- Council of Institutional Investors Issues Report on Board Evaluation Disclosure

- FINRA Revises Proposal to Adopt Consolidated FINRA Rule 2231

- IRS Considers Whether Management Fees of an LLC Are Subject to Self-Employment Tax

- Judge Rules in Favor of CFTC on Cross-Border Application of Dodd-Frank Rules

- CFTC Proposes Margin Rules for Uncleared Swaps

- Delaware Court Denies Dismissal for Disinterested Directors When Entire Fairness Applies

- Insider Dealers Ordered to Pay Confiscation Orders in Excess of the Profits Generated from Insider Dealing

- US, EU Regulators Voice Hopes for Deal on Clearinghouse Oversight

- Excerpt from Council of Institutional Investors Issues Report on Board Evaluation Disclosure:

The Council of Institutional Investors (CII), an advocacy group for corporate governance and shareholder rights, has published a report that highlights two approaches to disclosure regarding a board’s process of self-evaluation that CII’s members (employee benefit funds, endowments and foundations, among others) consider “best-in- class.” According to the report, CII’s members want to better understand the process by which a board seeks to assess and improve its performance. In-depth disclosure regarding the board evaluation process is not, however, a common practice in the United States, where proxy disclosure regarding the self-assessment process is typically limited to statements that such a process exists. Comparatively robust disclosure of the evaluation process is more common in non-US jurisdictions, including Canada, the United Kingdom, Europe and Australia, where companies often detail what the evaluation process entails. According to CII, its members “are eager for details about the board evaluation process at U.S. companies.”