The Financial Industry Regulatory Authority, Inc. filed proposed amendments with the Securities and Exchange Commission on March 19, 2020, to FINRA Rule 2111 (Suitability Rule) and Capital Acquisition Broker (CAB) Rule 211...more
In an April 2, 2020 statement regarding the SEC’s approach to the allocation of resources, oversight and rulemaking in light of the COVID-19 coronavirus, SEC Chairman Jay Clayton discussed Regulation Best Interest (Reg BI)...more
The U.S. equity, options and futures markets have adopted market-wide circuit breakers that automatically halt trading across markets in the event of severe market declines, as measured by certain benchmarks against the S&P...more
The Financial Industry Regulatory Authority published its 2020 Risk Monitoring and Examination Priorities Letter (Priorities Letter) on January 9, 2020. The Priorities Letter identifies four core areas on which FINRA will...more
2/25/2020
/ Broker-Dealer ,
Cash Transactions ,
Examination Priorities ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Form CRS ,
Fund Managers ,
Initial Public Offering (IPO) ,
Integrity Policies ,
Investment Adviser ,
Regulation Best Interest ,
Retail Investors ,
Sales ,
Securities and Exchange Commission (SEC) ,
Supervision
The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...more
2/12/2020
/ Asset Management ,
BEA ,
Benefit Plan Sponsors ,
CFTC ,
Commodities Traders ,
Commodity Exchange Act (CEA) ,
Commodity Trading Advisors (CTAs) ,
Compliance ,
CPOs ,
Cross-Border Transactions ,
Employee Retirement Income Security Act (ERISA) ,
Equity Securities ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Form 13F ,
Form ADV ,
Form PF ,
Investment Adviser ,
Investment Funds ,
Large Traders ,
NFA ,
Private Funds ,
Private Placements ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC)
The 2020 Examination Priorities of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission were announced on January 7, 2020, and cover eight broad topics:
- Protection...more
2/1/2020
/ Anti-Money Laundering ,
Broker-Dealer ,
Critical Infrastructure Sectors ,
Cybersecurity ,
Digital Assets ,
ETFs ,
Examination Priorities ,
Financial Industry Regulatory Authority (FINRA) ,
FinTech ,
Innovation ,
Investor Protection ,
MSRB ,
Municipal Advisers ,
Mutual Funds ,
OCIE ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
Massachusetts’ Secretary of the Commonwealth, William F. Galvin, caused the Securities Division to issue, on November 29, 2019, a revised proposed uniform standard of conduct for broker-dealers, investment advisers, and their...more
1/3/2020
/ Blue Sky Laws ,
Broker-Dealer ,
Conflicts of Interest ,
Duty of Loyalty ,
Federal v State Law Application ,
Fiduciary Duty ,
Investment Adviser ,
Preemption ,
Proposed Rules ,
Public Hearing ,
Registered Investment Advisors ,
Regulation Best Interest ,
Standard of Conduct ,
State Securities Regulators
Update: FINRA announced this week that its recently approved amendments to Rule 5130 (New Issue Rule) and 5131 (Anti-Spinning Rule) will be effective January 1, 2020. See, FINRA Regulatory Notice 19-37, published December 19,...more
12/21/2019
/ Anti-Dilution Terms ,
Anti-Spinning Rules ,
Beneficial Owner ,
Broker-Dealer ,
Corporate Issuers ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary ,
Financial Industry Regulatory Authority (FINRA) ,
Finders ,
Foreign Investment Entities (FIEs) ,
Foreign Offerings ,
Initial Public Offering (IPO) ,
New Amendments ,
Portfolio Managers ,
Prohibited Transactions ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Sovereign Wealth Funds ,
Special Purpose Acquisition Companies (SPACs)
The U.S. Securities and Exchange Commission on November 25, 2019 unanimously approved for publication a three-part rule proposal related to the use of derivatives and certain other transactions by registered investment...more
12/17/2019
/ BDC ,
Board of Directors ,
Comment Period ,
Compliance ,
Derivatives ,
Due Diligence ,
Form N-CEN ,
Form N-LIQUID ,
Form N-PORT ,
Investment Funds ,
Oversight Duties ,
Proposed Amendments ,
Recordkeeping Requirements ,
Reporting Requirements ,
Repurchase Agreements ,
Risk Management ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission approved amendments to the Financial Industry Regulatory Authority New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131) (collectively, Rules) on November 5, 2019...more
12/3/2019
/ Amended Regulation ,
Anti-Dilution Terms ,
Anti-Spinning Rules ,
Broker-Dealer ,
Corporate Executives ,
Corporate Issuers ,
Employee Retirement Income Security Act (ERISA) ,
Exemptions ,
Family Businesses ,
Fiduciary ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment Entities (FIEs) ,
Foreign Offerings ,
Fund Managers ,
Initial Public Offering (IPO) ,
Insider Trading ,
Portfolio Managers ,
Retirement Funds ,
Securities and Exchange Commission (SEC) ,
Self-Dealing ,
Sovereign Wealth Funds ,
Special Purpose Acquisition Companies (SPACs)
The U.S. Securities and Exchange Commission on November 25, 2019 approved for publication a three-part rule proposal related to the use of derivatives and certain other transactions by registered investment companies (i.e.,...more
11/27/2019
/ Business Development Companies ,
Closed-End Funds ,
Derivatives ,
ETFs ,
Form N-CEN ,
Form N-PORT ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Leveraged Finance ,
Money Market Funds ,
Open-Ended Fund Companies (OFCs) ,
Proposed Amendments ,
Proposed Rules ,
Registered Investment Companies (RICs) ,
Repurchase Agreements ,
Rule 18f-4 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Transition Relief
The Financial Industry Regulatory Authority published its 2019 Report on Examination Findings and Observations (2019 Report) on October 16, 2019. This marks the third annual report of FINRA findings, but in a departure from...more
11/18/2019
/ Annual Reports ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Best Execution ,
Broker-Dealer ,
Business Continuity Plans ,
Compliance ,
Cybersecurity ,
Digital Communications ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
Integrity Policies ,
Investment Adviser ,
Know Your Customers ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Short Sales ,
Supervision ,
Suspicious Activity Reports (SARs) ,
UGMA ,
UTMA
The U.S. SEC’s Division of Investment Management (Staff) has extended, until July 3, 2023, its 2017 temporary no-action letter (2017 NAL) regarding the “investment adviser” status of certain broker-dealers that accept cash...more
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
9/12/2019
/ 501(c)(3) ,
Alternate Investment Vehicles (AIVs) ,
Capital Formation ,
Corporate Issuers ,
Equity Markets ,
Exclusions ,
Exemptions ,
Family Businesses ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment ,
Foreign Investment Fund ,
Investment Funds ,
Investors ,
Market Allocation Scheme ,
Offerors ,
Private Equity ,
Proposed Amendments ,
Public Offerings ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Stock Issuance
The Staffs of the Securities and Exchange Commission’s Division of Trading and Markets and the Financial Industry Regulatory Authority’s Office of General Counsel (jointly, Staffs) issued a Joint Statement on July 8, 2019...more
8/12/2019
/ Blockchain ,
Books & Records ,
Broker-Dealer ,
Custody Rule ,
Customer Protection Rule ,
Digital Assets ,
Digital Securities ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Reporting ,
Investor Protection ,
Joint Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SIPA
The Securities and Exchange Commission has announced the adoption of an amendment, as proposed, to the “single issuer exemption” for broker-dealers provided by Rule 17a-5 under the Securities Exchange Act of 1934.1 The...more
The U.S. Securities and Exchange Commission, on June 5, 2019, voted 3-1 in favor of adopting a package of rules, amendments and interpretations (Final Rules) intended to improve the retail investor experience and to provide...more
6/12/2019
/ Best Interest Standard ,
Broker-Dealer ,
Compliance ,
Compliance Dates ,
Conflicts of Interest ,
Disclosure Requirements ,
Duty of Care ,
Duty of Loyalty ,
Fiduciary Duty ,
Form CRS ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
New Rules ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
The U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations issued a National Exam Program Risk Alert on May 23, 2019, which identifies security risks and best practices associated with the...more
6/10/2019
/ Broker-Dealer ,
Cloud Storage ,
Customer Information ,
Cybersecurity ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Network Security ,
OCIE ,
Policies and Procedures ,
Popular ,
Risk Alert ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Third-Party Risk ,
Vendors
The Financial Industry Regulatory Authority, Inc. filed proposed amendments to FINRA Rule 5110 (Proposed Rule Change) with the Securities and Exchange Commission on April 11, 2019.1 Rule 5110 (Rule) imposes certain...more
5/24/2019
/ Corporate Finance ,
Derivatives ,
Exemptions ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Lock-Up Requirements ,
Non-Convertible Debt Securities ,
Prohibited Transactions ,
Proposed Rules ,
Public Offerings ,
Right of First Refusal ,
Securities ,
Securities and Exchange Commission (SEC) ,
Underwriting ,
Venture Capital
The Staff of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission released a Risk Alert on April 16, 2019, which identifies significant Regulation S-P (Reg. S-P)1...more
4/23/2019
/ Broker-Dealer ,
Compliance ,
Cybersecurity ,
Employee Training ,
Investor Protection ,
OCIE ,
Opt-Outs ,
Personally Identifiable Information ,
Policies and Procedures ,
Popular ,
Privacy Policy ,
Registered Investment Companies (RICs) ,
Regulation S-P ,
Risk Alert ,
Securities and Exchange Commission (SEC)
Through two publications on April 3, 2018, the Staff of the Securities and Exchange Commission provided greater clarity on the application of the federal securities laws to blockchain-based “digital assets.”1 While the Staff...more
Through a March 12, 2019 letter (Letter), Paul Cellupica, Deputy Director and Chief Counsel of the SEC’s Division of Investment Management, on behalf of the Division’s staff invited industry engagement and sought information...more
3/23/2019
/ Blockchain ,
Comment Period ,
Custody Rule ,
Digital Assets ,
Distributed Ledger Technology (DLT) ,
Guidance Update ,
Investment Adviser ,
Investment Company Act of 1940 ,
Non-DVP ,
Proposed Rules ,
Public Comment ,
Securities and Exchange Commission (SEC)
The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...more
1/31/2019
/ Commodities Traders ,
Commodity Exchange Act (CEA) ,
Commodity Pool ,
Compliance ,
CPOs ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Investment Adviser ,
Investment Management ,
NFA ,
Private Funds ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC)
Pursuant to new Rule 139b (Rule) under the Securities Act of 1933, the publication of a “research report” on “covered investment funds” by an unaffiliated broker-dealer will not be deemed an “offer for sale or offer to sell”...more
1/29/2019
/ Broker-Dealer ,
Commodities Traders ,
Covered Funds ,
Fair Access to Investment Research Act of 2017 (FAIR Act) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investment Funds ,
Issuer Exemption ,
Offering Statements ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Research Reports ,
Rule 139 ,
Safe Harbors ,
Sales of Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Next year’s examination priorities of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission were announced on December 20, 2018, and cover six broad, albeit...more
12/22/2018
/ Anti-Money Laundering ,
Compliance ,
Critical Infrastructure Sectors ,
Cryptocurrency ,
Cybersecurity ,
Digital Assets ,
Elder Issues ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Coin Offering (ICOs) ,
Market Infrastructure ,
MSRB ,
OCIE ,
Publicly-Traded Companies ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)