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FINRA Releases Long-Anticipated Guidance on New Work-From-Home Exemption Ahead of Impending COVID-19 Relief Expiration

FINRA’s guidance sheds further light on the new rule, which will permit firms to elect “non-branch” designation for a private residence where an associated person conducts specified supervisory activities....more

The SEC’s Definition of a “Dealer” - End of the Road for DeFi, or Just Another Bump?

The SEC’s ambiguous rule could have a chilling effect both on decentralized finance and on the provision of liquidity to centralized crypto exchanges. The Securities and Exchange Commission (SEC) adopted a new rule on...more

SEC Expands Statutory Definition of “Dealer” and “Government Securities Dealer”

SEC defines the phrase “as part of a regular business” to capture private funds and other market participants that take on liquidity-providing roles. The Securities and Exchange Commission (SEC) adopted new rules that...more

FINRA Adopts New Residential Supervisory Location Rule on Remote Work for Associated Persons

The new rule establishes criteria for firms to elect “non-branch” designation for a private residence where an associated person engages in specified supervisory activities....more

FINRA Proposes to Relax Communications Rule for Institutional Investors and Qualified Purchasers

The proposed amendment seeks to modify the existing framework of FINRA Rule 2210 to accommodate the use of certain projections and targeted returns. On November 13, 2023, the Financial Industry Regulatory Authority...more

SEC Outlines 2024 Examination Priorities

The priorities highlight emerging and core risk areas for investment advisers, broker-dealers, and other entities, including cybersecurity and crypto assets. On October 16, 2023, the Securities and Exchange Commission’s...more

Form N-PX “Say on Pay” Disclosure Requirement for 13F Filers Will Become Effective July 1, 2024

Form 13F filers will need to file their first Form N-PX covering the period of July 1, 2023, to June 30, 2024, by August 31, 2024. Rule 14Ad1 of the Securities Exchange Act of 1934 (Exchange Act), which was adopted by...more

New Federal Exemption Changes the Registration Landscape for M&A Brokers

The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more

SEC Tackles Digital Assets in Reopened Proposal to Reinterpret Definition of “Exchange”

Whereas the original proposal did not directly discuss digital assets, the reopening release is mainly focused on digital asset platforms. On April 14, 2023, the Securities and Exchange Commission (SEC) issued a release...more

SEC Adopts Amendments to Form 13F

Changes include switching from paper to electronic filing requirement for confidential treatment requests. On June 23, 2022, the Securities and Exchange Commission (SEC) adopted certain amendments to Form 13F (the Adopting...more

SEC Proposes to Expand Interpretation of “Dealer” and “Government Securities Dealer” Definitions

On March 28, 2022, the US Securities and Exchange Commission (SEC) proposed rules (Proposing Release) that would require securities market participants that engage in dealer-like activities - such as a proprietary trading...more

Expanded Definition of “Exchange” and SEC Regulation of Crypto Platforms

The amended definition could provide a new means for the SEC to regulate crypto platforms. We previously published a blog post on the set of proposed amendments (Proposal) issued on January 26, 2022, by the Securities...more

SEC Proposes to Expand the Definition of an “Exchange”

The proposal would require certain systems and platforms currently not subject to any registration requirements to register as broker-dealers and ATSs. On January 26, 2022, the Securities and Exchange Commission (SEC)...more

SEC Proposes Stricter Requirements for the Rule 10b5-1 Affirmative Defense

The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders. On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more

The Return of the Token Safe Harbor

SEC Commissioner Peirce has revived and refreshed her proposed three-year safe harbor for qualifying token projects, but some unresolved ambiguities remain. US Securities and Exchange Commission (SEC) Commissioner Hester...more

FINRA Proposes Amendments to Margin Requirement Rules

The proposed amendments could significantly alter the landscape for extended settlement of securities offerings by expressly limiting the public offering exception for “when-issued” securities to equity IPOs. Key Points:...more

SEC Issues Guidance for Broker-Dealer Custody of Digital Assets

In a year-end change of course, the SEC identified the minimum steps that broker-dealers must take when acting as custodians of digital asset securities. On December 23, 2020, the US Securities and Exchange Commission (SEC)...more

SEC Staff Issues No-Action Relief to Broker-Dealers From Reg BI and Form CRS Obligations Related to Certain Family Offices

The no-action relief applies to family offices with at least US$50 million in total assets (Institutional Family Offices) and requires broker-dealers seeking to rely on the relief to establish and maintain specific additional...more

FINRA Issues Proposal to Mandate Filing of All Retail Communications Regarding Certain Private Placements

In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. On October 28, 2020, the Financial...more

Finders, Keepers: SEC Proposes Safe Harbor Framework for Unregistered Finders

The proposal would significantly impact finders by granting tailored exemptive relief to individuals engaging in limited capital raising activity. Key Points: ..The Proposal would provide a conditional exemption that...more

SEC Streamlines Rules for Over-the-Counter Equity Securities

The changes will have implications for the growing secondary market for non-listed securities. On September 16, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 15c2-11 (the amended Rule) of...more

Settlement of Digital Asset Trading Just Got Easier

SEC relief streamlines noncustodial settlement of digital asset trades, but broker-dealer custody is still off-limits. On September 25, 2020, the US Securities and Exchange Commission (SEC) issued a no-action letter (the...more

SEC Proposal: Will You Still Be a 13F Filer?

The SEC proposes a welcome and significant increase in the 13F reporting threshold from US$100 million to US$3.5 billion. On July 10, 2020, the US Securities and Exchange Commission (SEC) released a proposed rule amendment...more

FINRA Issues Guidance on Retail Communications in Private Placements

The guidance highlights certain issues identified by FINRA regarding member firm communications to retail investors in private placement offerings. On July 1, 2020, the Financial Industry Regulatory Authority (FINRA)...more

FINRA Issues Guidance and Relief in Relation to COVID-19

As COVID-19 disruptions unfold, FINRA has granted temporary relief regarding alternate working arrangements for broker-dealer employees. On March 9, 2020, the Financial Industry Regulatory Authority, Inc. (FINRA) issued...more

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