On June 7, 2016, FINRA settled proceedings against a New York-based investment firm for alleged violations of its suitability and related rules, namely NASD Rule 2310 and FINRA Rules 2111 and 2010.
According to FINRA,...more
According to news reports, the Massachusetts Securities Division (the “Division”) recently sent a “sweep letter” to firms asking broker-dealers to report information about their hiring policies and procedures. The Division,...more
In May 2016, FINRA filed with the SEC proposed revisions to its communications rules that include a few substantive revisions to existing rules, ease some burdensome filing requirements, and leave the door open for future...more
Structured Notes Offered on an Agency Basis -
In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more
5/31/2016
/ Comment Period ,
Debt ,
Department of Labor (DOL) ,
Deposit Accounts ,
FDIC ,
Financial Industry Regulatory Authority (FINRA) ,
Offerings ,
Recordkeeping Requirements ,
Regulation S-K ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Underwriting
On May 23, 2016, at FINRA’s annual conference in Washington, D.C., Richard Ketchum, FINRA’s chairman and CEO, delivered a speech that shed a little light on FINRA’s recent sweep letter relating to firm culture....more
Electronic Structured Product Systems and FINRA’s Robo-Advisor Report -
In a prior issue of this publication, we wrote about electronic structured note issuance platforms, and how these might be affected by U.S....more
Regulation -
Department of Labor Issues Fiduciary Regulations Under ERISA -
The Department of Labor (DOL) issued its long-anticipated final regulation (the “Regulation”) defining who is a fiduciary as a result of...more
Structured Product Sales at Bank Branches: Networking- Arrangement Rules -
Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint. ...more
In response to the emerging growth and use of so-called “robo-advisors,” including coverage in the media, FINRA released a report in March 2016 relating to these digital investment tools. ...more
As the U.S. financial markets commence their move towards a T+2 settlement period, FINRA has introduced a proposed set of rule changes designed to support this change. The current timetable contemplates that the changes...more
Structured Product Sales at Bank Branches: Networking- Arrangement Rules -
Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint....more
On February 26, 2016, FINRA issued a press release (http://www.finra.org/newsroom/2016/finra-approves-enhanced-price-disclosure-retail-investors-fixed-income-securities) announcing that its Board of Governors approved the...more
In its January 2016 annual exam priorities letter, FINRA announced that it would examine the “compliance culture” at member firms. In furtherance of that goal, in February 2016, FINRA issued a “sweep letter” to members...more
On February 8, 2016, FINRA released Regulatory Notice 16-08 relating to the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Exchange Act. The Notice arises from FINRA’s review of various private...more
Is There a Standard Form of Rule 144A Representation Letter? -
My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why.
I would have hoped that by now there would be just one great...more
2/12/2016
/ Banking Sector ,
Broker-Dealer ,
Corporate Issuers ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Institutional Investors ,
IRS ,
Market Basket ,
Regulation S-K ,
Representations and Warranties ,
Rule 144A ,
Rule 15a-6 ,
Securities and Exchange Commission (SEC) ,
Structured Finance ,
Structured Financial Products ,
TLAC
T+2 Settlement and Structured Notes -
Introduction -
In December 2015, the “T+2 Industry Steering Committee” published its Implementation Playbook. The Playbook is intended to provide, among other things, a...more
Readers of this blog are familiar with the recent regulatory changes that have created new possibilities for non-registered capital raises in the U.S.: general solicitations in Regulation D offerings, Regulation A+,...more
FINRA has filed with the SEC a proposed rule which would reduce the regulatory burden for broker-dealers that limit their activities to M&A and certain corporate financing transactions. The proposed rule would create a new...more
2016 has arrived and, with the new year, FINRA has published its agenda of key examination priorities. This year’s 13-page Regulatory and Examination Priorities Letter sets forth both long-standing and new items for firms to...more
ESMA Final Report on Complex Debt Instruments and Structured Deposits -
On 26 November 2015, the European Securities and Markets Authority (“ESMA”) published its Final Report on its “Guidelines on complex debt...more
12/15/2015
/ Banking Sector ,
Department of Labor (DOL) ,
Derivatives ,
EU ,
EURIBOR ,
European Securities and Markets Authority (ESMA) ,
Exchange-Traded Products ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
MiFID II ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Structured Finance
Structured Notes and Issuer Quiet Periods Background -
Most issuers establish a “quiet period” (also called a “blackout” period) prior to the release of potentially sensitive information and material non-public...more
Regulation -
OCIE Cautions Advisers on Outsourcing Compliance Activities:
In a Risk Alert dated November 9, 2015, the SEC’s Office of Compliance Inspections and Examinations (OCIE) said it found that outsourced...more
11/18/2015
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Anti-Money Laundering ,
CFTC ,
Compliance ,
Cybersecurity ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Management ,
Investor Protection ,
OCIE ,
Outsourcing ,
Securities and Exchange Commission (SEC) ,
Swap Dealers ,
Swing Pricing ,
Volcker Rule
Structured Products Offerings and Research Reports:
Introduction -
Structured products are sold by broker-dealers, many of which are affiliates of large investment banks. The equity research group of the same...more
11/6/2015
/ Binary Options ,
Broker-Dealer ,
Disclosure Requirements ,
Equity Research Rule ,
ETNs ,
Financial Industry Regulatory Authority (FINRA) ,
Global Systemically Important Financial Institutions (GSIFI) ,
License Agreements ,
Offerings ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Websites
Avoiding financial exploitation of older investors has been on our regulators’ radar screens for several years. With new rules proposed in October 2015, FINRA seeks to make investing safer for seniors and other vulnerable...more
10/28/2015
/ Brokers ,
Disclosure Requirements ,
Elder Issues ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Notice Requirements ,
Policies and Procedures ,
Proposed Regulation ,
Recordkeeping Requirements ,
Safe Harbors ,
Supervision ,
Training Requirements
U.S. Structured Warrant Programs:
Introduction -
U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more
10/17/2015
/ Advertising ,
Banking Sector ,
Broker-Dealer ,
Cease and Desist ,
Cooperation ,
Corporate Financing Rule ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Hedges ,
High Net-Worth ,
Institutional Investors ,
Internal Controls ,
Investors ,
Material Misstatements ,
Misleading Statements ,
Neither Admit Nor Deny Settlements ,
OCC ,
Omissions ,
Private Offerings ,
Prospectus ,
Public Offerings ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Structured Finance ,
Structured Financial Products ,
Survivor Benefits ,
Warrants