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I.             INTRODUCTION

The Cabinet is a set of legal, regulatory and related materials organized around two sets of concepts: (i) Topics and (ii) Activities.  Currently, the materials are available only to subscribers to those materials, but we will be making those materials that I consider more policy-oriented available freely (watch this space).  If you are interested in subscribing to portions of the Cadwalader Cabinet, please click here.  To read about the purposes of the Cadwalader Cabinet, please read From the Editor

II.            TOPICS

The first Topic to be rolled out will be Broker-Dealer Regulation.  We expect then to promptly follow with (in alphabetic order) the Commodity Exchange Act, Dodd-Frank, Energy, ERISA, and so on.  As to each such Topic, the related materials (as to each type of Activity) can be found on the relevant "Landing Page" (or home page) for that topic. Each of the Topic Landing Pages can be accessed either through the blue "Find" button at the near-top near-center of the page or through the Site Map. 

III.           ACTIVITIES

The three Activities that structure the Cabinet are Find, Know and Do

Find provides the ability to locate (i) governmental and regulatory documents and (ii) external websites, relevant to each Topic, in an easy and organized way.  I do note that our goal with Find is to provide materials in an organized and selective manner, rather than to be comprehensive.  (That said, you will be seeing the scope of our materials steadily expanding, including going back more in time, though with the emphasis continuing to be on organization and selection rather than numbers--we do not compete with the world wide web). 

Know provides access to specialized knowledge of experts in the relevant Topics.  It is my hope that Lofchie's Guide to Broker-Dealer Regulation is thought of as the best practitioner's guide on the subject, and my goal is that each of the other Know materials that we put up will be of equal quality and reflect equal experience. 

Do consists of two elements. 

The first element is a large, and what will be an expanding, set of Compliance Manuals focused on the relevant Topics.  The initially available manuals will be around the Topics of Broker-Dealer Regulation, Fund and Adviser Regulation, and Commodity Pool and Commodity Trading Advisor Regulation.  There will also be, of course, lots of Dodd-Frank compliance materials, though I think it is well premature in the rulemaking process to say that we have a set of Manuals.

The second element is a set of technology tools, which we likewise are planning to expand, that will enable users to work online.  The first of these tools is the Agreements database that allows users to input and analyze the terms of key transactional documents and to compare them against each other.  The second is a set of forms that we have developed with Compliance11 (and which we and individual users can expand) that allows firms to perform Compliance tasks online.  (Training for both of these elements is somewhat more complex and is thus outside the scope of these instructions). 

IV.          THE LANDING PAGE (THE BROKER-DEALER LANDING PAGE, BY WAY OF EXAMPLE)

I note that the Broker-Dealer Landing Page is just by way of example.  Not all of the Landing Pages have the same materials, either because of the nature of the topic matter (for example, there are no rules directly under Dodd-Frank) or because we are not completed to the same degree on all topics (for example, we are further along with SEC Releases as to Broker-Dealer material and further along with Legislative History as to Advisers Act material).  We will be expanding the scope of materials under each Topic. 

A.            GETTING THERE. 

(Assuming of course that you have a subscription and are logged in), you may get to the Broker-Dealer Landing page by selecting the first item under the blue Find button, which is titled "Broker-Dealer and Exchange Act."  You can also get there through the Site Map.  Or, if you want to go back and forth from this page to that page, you may link here:  Broker-Dealer and Exchange Act.

B.            THE LANDING PAGE

The most important feature of the Landing Page is the Find/Know/Do three-columned box that takes up most of the page. 

However, to the left of this box, in the gray area, is the Table of Contents for the Securities Exchange Act.  You can go directly into any Section of the Securities Exchange Act from this Table of Contents.  Note, however, in some cases, you will need to expand a particular Section by clicking on the "+" indicator and then clicking into a more specific item.  For example, that is true for the Definitions in Section 3 of the Exchange Act. 

C.            THE FIND COLUMN

The first item in the "Find" column  [under Statute and Rules]  is the Securities Exchange Act.  Pressing on that does not take you anywhere--you are already there.  As noted above, the Exchange Act is on your left.  The next 3 items (the Rules, the Regulations and the Margin Regulations, link you to the Cabinet pages for the SEC's Rules under the Exchange Act, the SEC's Regulations relating to the Exchange Act, and to the Federal Reserve Board Margin Regulations.

The second set of items (under SRO Rules (selected) will take you to the relevant Cadwalader Cabinet pages for each set of Rules.  Note that we do not provide all of the relevant rules of each SRO; we only provide those rules that are relevant to the general conduct of a broker-dealer's business.  If you need access to rules that we do not provide, we provide a link to the relevant SRO Rules Page. 

The third set of items (under Document Drawer) will put out a "drawer" of the Cabinet in which material is neatly organized (I resisted the temptation to say "folded") by Topic.  For Broker-Dealers, the most important materials can be found by expanding (pressing +) on "Securities Exchange Act and SRO Materials."   By expanding the Materials, and by further expansion as appropriate, you can find (in addition to the Statutes and Rules that are just as easily accessed through the links above), SEC Releases and No-Action Letters and NASD/FINRA Notices (all organized by topic, as well as chronologically).  In addition, under "Xtra Materials" (I apologize for the spelling--it is intended to keep an alphabetic order--not to be cute), you can find topic materials, many of which may be cited in the Broker-Dealer Guide, but which are not SEC Releases, No-Action Letters, Forms, or SRO notices.  The bottom item in the drawer is "Websites."  By expanding on this item, you may find somewhere between 500 and 1,000 individual web pages.  The purpose of this tool is not just to help you find external sites, but to help you navigate within sites.  For example, from this directory, you can find approximately 80 individual pages on the SEC website, making it (I hope) easier to find materials on the SEC website by going through our site than by going to the SEC site directly.  For more information on the use of Document Drawer  click here

Clicking on "Regulatory Updates" takes you to our news feature, which may also be accessed through the front page.  When you first come to the page, all items in the news are selected.  You may "deselect" items to limit your search.    I know that many readers will be particularly interested in Dodd-Frank calendars.  As I thought that the St. Louis Fed and the American Bar Association both published useful calendars (St.  Louise Fed and ABA),  I have not tried another format on this cite.  In addition to the links on this page, you can find these sites through the Search Drawer, by expanding on Websites and selecting "Dodd-Frank"  (don't forget to hit enter or return).   I expect to be publishing more Statute-specific calendars presently, rather than duplicating these other efforts with respect to Dodd-Frank generally. 

Under Statutory History, you can click to links that will show you either (i) what specific Sections of the Exchange Act looked prior to the adoption of Dodd-Frank or (ii) to relevant blacklines that illustrate these changes. 

Finally, Other Landing Pages, allows you to jump to the other main Topical Landing Pages of the Cadwalader Cabinet.  By jumping back and forth through the Landing Pages to the related areas of each Landing Page, you should be able to navigate the entire site from stem to stern in a relatively few jumps.  

D.            THE KNOW COLUMN

The first heading in the Know column relates to "Books."  I say "Books" in quotes both because of the electronic format and because the length of the books varies substantially from book-length in the case of the Broker-Dealer, CPO-CTA and Hedge Fund Guides (maybe even 2-book length for the Broker-Dealer Guide) to novella for some of the materials to article length for the Blue Sky Law piece. 

Under Section and Rule Summaries, there are then links to charts that provide brief descriptions of each relevant Section, Definition or Rule.  These are meant as little "help guides" to allow you to locate what you need to find the relevant regulatory provision quickly. 

Under that, you may see "Topic Guides," (although that is not yet included in the Broker-Dealer materials), which are very, very, very short notes on a particular topic that essentially are intended to direct you to more substantial Find/Know/Do materials on the Cadwalader Cabinet.

Finally, under Know, you will come to the "Location Dictionaries," which direct you to the Location(s) of a particular statutory or regulatory definition.  This may not be fully rolled-out, but it is at a minimum in progress.

E.            THE DO COLUMN

The last column is for the Do Materials.  As the material in the Do Column is generally available to subscribers on an entity license basis, depending on the type of organization, the materials to which the entity wants access and the size of the firm, or may require some additional training, I will go over that quickly.  With respect to the Exchange Act Landing Page, the first sets of materials in the Do Column are "Compliance Manuals", or in the case of Dodd-Frank, more accurately Compliance Lists. 

Under the Compliance Manuals and Lists are links to the automated compliance tool that we are developing with Compliance11 and to the Document Analysis Database that allows you to track key terms of certain agreements.  We will be expanding the scope of these tools and adding additional tools on an ongoing basis. 

V.            SUGGESTIONS

If you have suggestions as to how to improve either the organization of the materials, or this explanation of the organization, please let me know by email to this address:  suggestions.cabinet@cwt.com

Thanks

Steven Lofchie