On October 28, 2020, the U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, together with the directors of three SEC divisions, issued a joint statement relating to complex financial products. The statement...more
In this issue of Structured Thoughts, we discuss:
..European Commission consultation on EU benchmark regulation
..FINRA: Suitability and sales practices remain an issue
..SEC charges Switzerland-based dealer for selling...more
In this issue of Structured Thoughts, we discuss:
..FINRA sanctions for a broker for failing to reasonably supervise sales of complex securities.
..NASAA’s report warning about the risks of leveraged and/or inverse...more
In this issue of Structured Thoughts, we discuss:
..New Regulation Best Interest, and its impact on the structured products market.
..The SEC’ June 2019 request for comment on simplifying, harmonizing and improving the...more
FINRA’S PROPOSED AMENDMENTS TO THE CORPORATE FINANCING RULE – IMPACT ON STRUCTURED NOTE OFFERINGS -
On April 11, 2019, FINRA filed with the SEC a diverse set of proposed revisions to Rule 5110, its Corporate Financing...more
FINRA RESTATES AND UPDATES GUIDANCE AS TO PRE-INCEPTION INDEX PERFORMANCE DATA -
In a January 2019 interpretative letter, the Financial Industry Authority (FINRA) provided guidance to a registered broker-dealer as to the...more
FINRA EXAMINATION FINDINGS AND STRUCTURED PRODUCT SALES -
On December 7, 2018, FINRA released its report describing its examination findings. A number of FINRA’s findings in the report directly relate to the structured...more
SEC FINES BROKER-DEALER FOR UNSUITABLE SALES OF LEVERAGED ETNS -
In September 2018, the SEC fined a New York-based broker-dealer in connection with unsuitable sales of leveraged ETNs linked to the price of crude oil....more
FINAL CANADIAN BAIL-IN RULES: IMPACT ON STRUCTURED NOTES OFFERED IN THE UNITED STATES -
In March 2018, the Canadian government released its final regulations relating to “bail-in instruments” issued by Canadian...more
4/17/2018
/ Bail-In Provisions ,
Canada ,
Cryptocurrency ,
Deadlines ,
Dividends ,
European Securities and Markets Authority (ESMA) ,
False Claims Act (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Investors ,
IRS ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Withholding Requirements
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
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
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
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
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
Identifying Conflicts of Interest in Structured Products Offerings -
With FINRA and other regulators focused on conflicts of interest in the broker-dealer industry, market participants are working diligently to identify...more
2/23/2017
/ Advertising ,
Broker-Dealer ,
Conflicts of Interest ,
EFTs ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Marketing ,
Proposed Amendments ,
Rule 2210 ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products
Final TLAC Rules and Structured Products -
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding long-term debt and total loss absorbing...more
12/27/2016
/ Depository Institutions ,
EU ,
EU Benchmark Regulation ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Banks ,
Global Systemically Important Banks (G-SIBs) ,
Holding Companies ,
IRS ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Popular ,
Regulatory Agenda ,
Section 871(m) ,
Structured Financial Products ,
TLAC ,
UK ,
UK Brexit
Structured Products Legal and Regulatory Conference: November 2016 -
In November 2016, Morrison & Foerster LLP sponsored Risk magazine’s annual structured products legal and regulatory conference in Washington, D.C. ...more
Brexit and Structured Products: A Framework for Considering Disclosures -
The U.K.’s recent referendum to withdraw from the European Union has affected virtually all segments of the financial industry. The structured...more
8/13/2016
/ Administrative Proceedings ,
Broker-Dealer ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Distributors ,
Employee Retirement Income Security Act (ERISA) ,
ETFs ,
EU ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Fraud ,
Manufacturers ,
Negligence Standard ,
Referendums ,
Required Communications ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
UK ,
UK Brexit
Financing Subsidiaries and SEC Registration -
As readers of this publication know, in order to address the expected new U.S. regulatory capital requirements, a number of U.S. bank holding companies have been creating new...more
7/7/2016
/ Bonds ,
Complex Financial Products ,
EU ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Financing ,
Global Systemically Important Financial Institutions (GSIFI) ,
Investor Advisory Committee ,
Investors ,
ISDA ,
Securities ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Subsidiaries ,
UK ,
UK Brexit
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 April 6, 2016, the Department of Labor (“DOL”) issued its final conflict of interest regulations, which significantly expand who is considered a fiduciary when dealing with a retirement account. The new regulations,...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
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
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