Regulatory Compliance Association Reviews

Regulation without Rules: An Unfortunate Washington Tradition – A Discussion in the Context of the SEC’s SCSD Initiative

Date: October 3 2019
General Session: 12:00 noon to 2:00 PM EST
Location: Webcast



Former SEC Commissioner Paul Atkins, Brian Rubin, Partner at Eversheds Sutherland, and David Bellaire, Executive Vice President and General Counsel at the Financial Services Institute will discuss the SEC’s Share Class Selection Disclosure Initiative on 12b-1 fees and follow-on actions which have raised concern about the lack of regulatory clarity and due process at the SEC. This initiative is one current example of the broader trend of regulatory agencies sidestepping the required rulemaking process.

The Learning Objectives are as follows:

  • Explain the SCSD Initiative on 12b-1 fees
    • Initiative and Settlement ($125m from 79 IAs)
    • Premise for Initiative
  • Explain the background/history of 12b-1 disclosures
    • Failed rulemaking effort (2010)
    • Series of enforcement actions beginning in 2013
    • OCIE 2016 risk alert
  • Describe firms’ experience with the Initiative
    • Expectations vs. reality
    • Statutory disqualification issue for dual registrants
    • Lack of standard/uniform process
  • Explain how SCSD runs contrary to due process and SEC statements
    • Supreme court cases, DOJ guidance, APA
    • Chairman Clayton’s statements
    • Commissioner Peirce Statements
  • Describe ongoing enforcement initiatives
    • Firms that did not participate
    • Second tranche of actions/information requests
    • Additional settlements to come
  • Explain broader “regulation without rules” trend in Washington
    • Agencies issuing statements regarding regulation vs. guidance
    • Senate Banking Committee hearing (30 April 2019)


Patomak Global Partners

Session Chairman:

Walter Zebrowski, JD, CPA, Principal, Hedgemony Partners
Chairman, Regulatory Compliance Association

Senior Fellow from Practice:

Paul Atkins, JD, Former SEC Commissioner, CEO, Patomak Global Partners


Brian Rubin, JD,  Partner, Eversheds Sutherland

David Bellaire, JD, Executive VP & General Counsel, Financial Services Institute (FSI)

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