On March 19, 2018, FINRA updated its guidance on its recent amendments to Rule 2232. The new requirements, which are currently scheduled to take effect on May 14, 2018, apply to transactions with retail customers (not...more
FINRA 2018 EXAM PRIORITIES: SUITABILITY AND COMPLEX PRODUCTS REMAIN FRONT AND CENTER -
In January 2018, FINRA released its annual examination priorities letter.1 The letter addresses a variety of areas that are important...more
On February 15, 2018, the Enforcement Section of the Massachusetts Securities Division (the “Division”) of the Office of the Secretary of the Commonwealth charged a registered broker-dealer (the “Broker-Dealer”) that operated...more
2/16/2018
/ Best Interest Standard ,
Broker-Dealer ,
Cease and Desist ,
Compliance ,
Department of Labor (DOL) ,
Disgorgement ,
Enforcement Actions ,
Fiduciary Rule ,
Fines ,
Impartiality ,
Internal Controls ,
Retirement Plan ,
State Securities Regulators
Linking to ETFs vs. Linking to Indices -
A person studying structured products issuances for the first time might think he is having a case of double vision. On the one hand, there are a variety of products linked to...more
In January 2018, FINRA issued guidance on the provisions of Rule 2165 and the amendments to Rule 4512, which were approved in February 2017. The new requirements are aimed at preventing the financial exploitation of seniors,...more
Until recently, broker-dealers operating in the United States weren’t subject to a fiduciary standard when dealing with their retail clients.
The passage of the Dodd-Frank Act in 2010 included a provision enabling the...more
In a December 20, 2017 press release, FINRA announced that, at its final Board of Governors meeting for 2017, it approved the filing of several proposed amendments to its rules.
The rule proposals will include the...more
Structured Product Red Herrings: Rule 433 and Rule 424(b) -
Red herrings for most offerings of structured products registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as...more
The Short Field Guide to IPOs -
For many years, most successful companies followed a relatively predictable capital-raising path. A lot has changed. The companies that tend to pursue IPOs in recent years are more mature,...more
In December 2017, FINRA issued a report highlighting several key findings from its recent examinations of broker-dealer members. ...more
Sales of VIX-Linked ETPs – Back to Basics for FINRA -
FINRA used a misselling case to remind member firms of certain fundamentals, including the importance of implementing a new product approval process, reasonable...more
Treasury Report, Part II: Regulation of the Capital Markets -
The U.S. Department of the Treasury (“Treasury Department” or “Treasury”) issued its second report (of four reports), titled “A Financial System that Creates...more
On September 26, 2017, SEC Chairman Jay Clayton delivered to the U.S. Senate Committee on Banking, Housing and Urban Affairs his first testimony as Chairman. ...more
LIBOR: The End Game -
Since the announcement on July 27, 2017 by the UK Financial Conduct Authority (the FCA) that the LIBOR rate would be phased out after 2021, much has been written about the complications of switching...more
9/27/2017
/ Broker-Dealer ,
ETFs ,
EU ,
European Economic Area (EEA) ,
Financial Industry Regulatory Authority (FINRA) ,
Fraud ,
Key Information Document (KIDs) ,
Libor ,
NASAA ,
Prospectus Regulation (PR3) ,
Regulation M ,
Structured Financial Products
In August 2017, FINRA entered into a consent agreement with a Georgia-based broker-dealer arising from improper practices and procedures relating to its sales of leveraged ETFs. The sales included ETFs that were leveraged,...more
SEC Permits Draft Registration Statements for All Initial Public Offerings and Direct Listings -
On June 29, 2017, the Securities and Exchange Commission (SEC) announced that the Division of Corporation Finance will permit...more
On July 12, 2017, FINRA issued guidance on its recent amendments to Rule 2232. The new requirements, which are scheduled to take effect on May 14, 2018, apply to transactions with retail (and not institutional, as defined in...more
Canadian Bail-in and TLAC Rules: Impact on Structured Notes Offered in the United States -
Introduction -
In June 2017, the Canadian government released draft regulations relating to “bail-in instruments” issued by...more
More on the IPO Market from the SEC Investor Advisory Committee -
The SEC Investor Advisory Committee devoted its June 22, 2017, session to a discussion of the decline in the number of U.S. IPOs. Chair Clayton addressed...more
7/6/2017
/ Audits ,
Capital Markets ,
Financial CHOICE Act ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Investor Advisory Committee ,
Israel ,
Nasdaq ,
NYSE ,
PCAOB ,
SEC Advisory Committee ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
U.S. Treasury
Implementing the DOL Fiduciary Rule -
Background -
On June 9, 2017, key provisions of the fiduciary rule adopted by the Department of Labor (“DOL”) will become applicable for most broker-dealers, as well as many...more
Reviving the U.S. IPO Market -
A recent study based on work undertaken by the University of Florida found that the median age of companies going public in the United States in 1999 was 5 years. Between 20042016, the...more
6/2/2017
/ Dividends ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Life Sciences ,
NYSE ,
Private Placements ,
Rule 2210 ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Tax Reform ,
Trump Administration
In May 2017, in Regulatory Notice 17-19, FINRA announced the SEC approval of a variety of its proposed rule amendments relating to the upcoming move of the U.S. securities markets to the T+2 settlement cycle....more
FINRA’s Proposed Amendments to the Corporate Financing Rules – Impact on Structured Notes -
In April 2017, FINRA released a set of significant proposed amendments to its Rule 5110, known as the “Corporate Financing Rule.” ...more
5/1/2017
/ Broker-Dealer ,
Corporate Financing ,
Disclosure Requirements ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Hedging ,
Hotlines ,
Investors ,
Proposed Amendments ,
Structured Financial Products ,
Underwriting
On April 21, 2017, FINRA issued a press release marking the second anniversary of its Securities Helpline for Seniors. ...more
In April 2017, FINRA announced that it had revised its sanction guidelines for violations of its rules. The new revisions, among other things...more