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From Steven Lofchie

THE PURPOSE OF THE CABINET AND ITS GOALS

I developed the Cadwalader Cabinet to accomplish two sets of related goals: one practical and one social. 

Practical Goals

The Cadwalader Cabinet is principally intended for those working with its contents: whether at sell- or buy-side institutions, service providers or regulators.  For financial professionals, it creates a work space with the three types of tools required to do our jobs:

(1)               the Finding tools are to collect and organize the documents with "raw" governmental and regulatory information; 

(2)               the Knowing tools are to mold that raw information into the best possible analysis; and

(3)               the Doing tools for (a) getting work done and (b) demonstrating that we did it.

More detail as to each of these sets of  tools follows: 

Find portion of the site helps users locate governmental or other regulatory documents, within our defined scope, quickly and efficiently.  We do not compete with grand document repositories such as Lexis, WestLaw or Bloomberg law.  We provide a smaller collection of documents relevant to transactional and regulatory activities.  In working with this smaller set of documents, we can focus on the selection of the documents (weeding out the noise) and their organization (trying to make them easier to find). 

More significantly, we enrich these documents in various ways, through document descriptions, establishing relationships between documents, creating dictionaries and other Find guides and, most significantly, linking from Find to Know and to Do.

One tool that we do use, in order to supplement the documents we carry directly, is to index other web sites.  For example, with regard to the SEC web site, we provide links to almost  90 separate pages, making it generally easier to locate documents on the SEC web site through the Cadwalader Cabinet than if you were to go directly to the SEC's own site.

Know is the set of Cabinet tools that is first among equals.  The Cadwalader Cabinet is the creation of legal knowledge professionals, persons who have mastered the transactions, laws and regulations through experience working with them.  This means that the Know on the Cadwalader Cabinet is not academic knowledge: it is practitioner's knowledge.  It is our goal to produce both the most analytic and most practical materials written about the subject matters that we cover.  

Do is likewise informed by Know.  We have posted on the Cabinet a variety of manuals that we believe reflect a  high level industry standard.  We have many more industry standard manuals that we are putting into a common form, with a modular design, that we can make available to individual firms or through subscriptions to the Cadwalader Cabinet.  Even in their read-only form, we hope these are the best available because of both their content and their design.  In particular, we think firms' ability to use these manuals, with appropriate modification to their individual circumstances, is facilitated by our Action Boxes, Record Retention Instructions, and Hyperlink Boxes that take you easily to the Find documents that are the basis of the legal requirements and to the Know analysis. 

That said, we go beyond making work easy to do, to actually allowing you to perform work online through our relationship with Compliance11, a technology provider to the financial services industry.  Compliance11 is a software provider that produces, in addition to tools to track employee trading, gift giving and political contributions, tools to custom produce forms and affirmations, as well as to store these forms and a record of any changes to them.  To these Compliance11 tools, we have married our custom-designed forms that are tailored to our industry standard manuals.  Firms can then use our forms, modify those forms and design their own.  In every case, going beyond reading about work, to the next level, actually Doing work. 

The same thing that we do for performing compliance tasks, we also do for transaction analysis through our own Document Analysis Database  ("DAD").  Currently, DAD can be used to analyze ISDA schedules and CSAs, prime brokerage agreements, repos and side letters.  We will be expanding it shortly to cover futures, securities lending and other transaction documents. 

What is To Come and Request for Comments

There is a lot more to come.  From a scope of contents standpoint, we will be adding energy-related materials and we will be increasing the depth of the materials we already cover.  More significantly, we will be increasing the links between our documents, helping you find the relationships.  We will be adding a lot more transaction-related materials in both Find and Know.  But the most interesting thing that we will be doing is building on our Do materials and relationships, making it possible for you to accomplish more work in one place.

Please give us your commentary, including corrections.  I am eager for comments as to the substance of the material and the direction of the project.  What additional documents or types of documents would you find useful?  Are there Finding guides or other tools that you would consider useful?  What types of Know material would you like to see (we have a good bit that is near ready).  What do you want to Do?  What I hope will make the site most useful over the long term is that the producers of the site and the users of the site are essentially the same types of people: those who work with the materials.  

Social Goals

I also hope that the Cabinet will serve a useful social purpose.  It likely has always been the case that the U.S. regulation of financial institutions has been chaotic and overlapping, so that there is little logic to the whole.  In fact our national pride in the supposed quality of our financial regulation is likely matched by the actual chaos of our regulatory structure. 

As Dodd-Frank comes into effect, we are moving into a new era of financial regulation that I believe is fraught with risk.  Even before the statute was proposed, I stated my view that the response to the financial crisis had moved financial regulation in the wrong direction, adding additional levels of  complexity, risk and  complication that I am not confident that the system can efficiently bear.  See The Future of Financial Regulation: Meet the New Regulators, Better than the Old Regulators?  (January 27, 2009).

Even if one believes that Dodd-Frank is well-founded (and I was and am a consistent critic), the very scope of the statute-the burdens that it imposes on both the regulators and the regulated-means that its implementation will not be easily or smoothly achieved.  In this regard, I think it is a duty of the practicing lawyer to speak up, not limited to speaking on behalf of clients, but in terms of what is achievable in practice.  Accordingly, I hope that I will be able to use the materials in the Cadwalader Cabinet constructively, to comment as to where we are making laws and rules that make sense as part of the whole, and where they do not. 

We have included in the Cadwalader Cabinet extensive materials on broker-dealer regulation, CPO/CTA Regulation, and hedge fund regulation.  We also have written what we hope is the most analytic set of materials on Dodd-Frank itself.  As the regulations are proposed, and come into effect, we will be writing a Dodd Frank book on  Swap Dealers, Major Swap Participants and FCMs that likewise runs parallel, to the extent it makes sense, to our existing books on Broker-Dealer, CPO/CTA and Hedge Fund Regulation.  By providing a unified look at our financial regulatory system, we will be able to ask fundamental questions as to the policy and pattern of our financial regulatory system in a way that I hope to be socially useful.[1]

Steven Lofchie

 


[1]     In the vein of hoping to participate more broadly in a practical' minded approach to law, I am also a contributor to a start up think tank, the Center for Financial Stability.  See our website at http://www.centerforfinancialstability.org/. I hope, along with the other participants in CFS, to be asking other interesting questions about the development of the financial regulatory system and, in this regard, I would welcome participation by others.  (Those who are interested should email to slofchie@the-cfs.org.)