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• A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
1/15/2025
/ 10b5-1 Plans ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Investors ,
MNPI ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
A broker-dealer failed to reasonably supervise its registered representatives when making recommendations of certain variable rate structured products (“VRSPs”), including fixed to floating rate steepeners and other variable...more
A broker-dealer (the “Dealer”) entered into a cease-and-desist order with the Securities and Exchange Commission for failing to maintain and enforce written policies and procedures reasonably designed to achieve compliance...more
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The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the...more
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Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its...more
The SEC proposed amendments that would remove the investment grade rating exemptions from Rules 101(c)(2) and 102(d)(2) of Regulation M. The Dodd-Frank Wall Street Reform and Consumer Protection Act called for the SEC to...more
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Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more
Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings. For capital markets practitioners, it is important to now that all Rule 424 final...more
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other...more
The use of social media raises securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles.
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In Regulatory Notice 21-26 (July 15, 2021), FINRA amended the filing requirements of Rules 5122 and 5123 to require members to file with FINRA any “retail communications,” as defined in FINRA Rule 2210, that promote or...more
Is today a Business Day? Good question, depends who you ask. The SEC’s EDGAR filing system is closed today for the Juneteenth Holiday. Because today is a federal holiday, today will not count as a business day in the filing...more
Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when...more
Overview -
Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration...more
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan...more
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MTN programs are designed to enable frequent debt issuers to access the market quickly, without the burden of negotiating a suite of takedown documents for each debt issuance.
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