On 23rd November 2016, the European Commission released a package of banking legislation reforms. Some of these were expected – in particular those related to the minimum requirement for eligible liabilities and own funds...more
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
The EU Regulation on Market Abuse (“MAR”) prohibits a person from unlawfully disclosing inside information relating to securities within the scope of the legislation. An unlawful disclosure is made when a person possesses...more
10/25/2016
/ Compliance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Securities and Markets Authority (ESMA) ,
Financial Instruments ,
Market Abuse ,
Market Soundings ,
MTFs ,
Recordkeeping Requirements ,
Safe Harbors ,
Securities
The EU Regulation on Market Abuse (“MAR”) came into effect on 3 July 2016, replacing the previously existing Market Abuse Directive and expanding the application of the EU’s market abuse regime. In addition to detailing...more
10/25/2016
/ Buyback Programs ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Securities and Markets Authority (ESMA) ,
Financial Instruments ,
Investment ,
Market Abuse ,
MTFs ,
Municipal Securities Issuers ,
PDMR
In the aftermath of the financial crisis, the national and international response by legislators and regulators has been to substantially overhaul and increase financial regulation applicable to banks and other financial...more
9/30/2016
/ Corporate Governance ,
Derivatives ,
EU ,
European Commission ,
Financial Institutions ,
Financial Stability Acts ,
Global Systemically Important Banks (G-SIBs) ,
International Finance ,
Investors ,
Liquidity ,
Shadow Banking
On 11 July 2016, the European Banking Authority (“EBA”) published a draft of its second Report on the monitoring of Additional Tier 1 (“AT1”) instruments of EU institutions. The Report was undertaken pursuant to Article 80...more
The United Kingdom has voted in a referendum by a narrow majority to leave the European Union (“Brexit”). The outcome of the referendum will have far-reaching consequences on financial markets and international capital...more
6/30/2016
/ Capital Raising ,
EFTA ,
EU ,
European Economic Area (EEA) ,
Financial Markets ,
Free Trade Agreements ,
Member State ,
Norwegian Model ,
Offerings ,
Prospectus ,
Referendums ,
Securities ,
UK ,
UK Brexit
Background -
The integrity of benchmarks used in financial transactions has been the subject of increasing focus from regulators since the investigations into manipulation of the setting of LIBOR, EURIBOR and other...more
6/14/2016
/ Benchmarks ,
Commodities ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Transactions ,
Interest Rates ,
IOSCO ,
Libor ,
Market Abuse ,
MiFID II
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
On 8 March 2016, the three European Supervisory Authorities (ESAs) published their final draft regulatory technical standards in relation to the collateralisation of non-centrally cleared derivatives. The standards are to...more
3/18/2016
/ Basel Committee on Banking Supervision (BCBS) ,
Collateral ,
Counterparties ,
Derivatives ,
EMIR ,
Endangered Species Act (ESA) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Exceptions ,
Exemptions ,
IOSCO ,
Margin Requirements ,
Over The Counter Derivatives (OTC) ,
Popular ,
Regulation Technical Standards (RTS)
2016 will mark the eighth anniversary of the collapse of Lehman Brothers and the raft of regulatory reforms introduced in the aftermath of that event and the wider financial crisis will continue to be implemented during the...more
2/5/2016
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Banking Reform ,
Benchmarks ,
Capital Markets Union ,
Corporate Counsel ,
CRD IV Directive ,
EMIR ,
EU ,
Financial Conduct Authority (FCA) ,
Global Systemically Important Financial Institutions (GSIFI) ,
Market Abuse ,
MiFID II ,
MREL ,
Prospectus ,
Ring-Fencing ,
Securitization ,
Senior Managers Insurers Regime (SMIR) ,
Shadow Banking ,
TLAC ,
UK ,
Young Lawyers
The Bank of England (“BoE”) recently published a consultation paper1 (“Consultation”), detailing its approach to setting a minimum requirement for own funds and eligible liabilities (“MREL”) to be maintained by UK banks and...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
This article summarises potential new European regulatory obligations that may arise for any financial entity, whether located inside or outside of the European Union, that regularly or occasionally enters into securities...more
OCIE Issues Risk Alert Relating to Structured Note Sales -
Earlier this year, the SEC’s Office of Compliance Inspections and Examinations (the “OCIE”) indicated branch offices and structured products as two of its...more
9/1/2015
/ Broker-Dealer ,
Compensation Standards ,
Derivatives ,
EDGAR ,
Endangered Species Act (ESA) ,
EU ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Internal Communications ,
IRS ,
Loss Contingencies ,
NASD ,
OCIE ,
Risk Alert ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Structured Finance ,
Training ,
UK ,
Underwriting
Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act...more
8/6/2015
/ Accredited Investors ,
AIF ,
Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Capital Rules ,
CFTC ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
Consumer Reporting Agencies ,
Covered Banking Entity ,
Covered Funds ,
Credit Cards ,
Cross-Border Transactions ,
Debt Collection ,
Derivatives ,
Dodd-Frank ,
ECOA ,
EMIR ,
EU ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Exemptions ,
Fair Credit Reporting Act (FCRA) ,
Fair Lending ,
FDCPA ,
FDIC ,
Federal Reserve ,
Fiduciary Duty ,
Final Rules ,
Financial Regulatory Reform ,
Financial Transaction Tax ,
Foreign Banks ,
FSOC ,
HMDA ,
HOEPA ,
Incentive Compensation ,
Investment Company Act of 1940 ,
IOSCO ,
Liquidity Risk Management Rule ,
MiFID II ,
Mortgage Servicing Rules ,
NRSRO ,
OCC ,
Privacy Notice Rule ,
Proprietary Trading ,
Prudential Standards ,
Remittance Transfer Rule ,
Reporting Requirements ,
Risk Management ,
Security-Based Swaps ,
Shadow Banking ,
SIFIs ,
Stand-Alone SBSDs ,
Swap Execution Facilities ,
TILA-RESPA Integrated Disclosure Rule (TRID) ,
Transparency ,
Truth in Lending Act (TILA) ,
UCITS ,
UDAAP ,
Volcker Rule
Under the EU’s Bank Recovery and Resolution Directive (“BRRD”), one of the key powers given to national resolution authorities is the ability to impose losses on, or “bail-in”, certain financial liabilities of the failing...more
7/23/2015
/ Bank Recovery and Resolution Directive (BRRD) ,
Banking Sector ,
Comment Period ,
Derivatives ,
EU ,
European Banking Authority (EBA) ,
Exclusions ,
Financial Institutions ,
Proposed Regulation ,
Regulatory Standards ,
Valuation
On 10 June 2015, the Bank of England (“BoE”), HM Treasury (“HMT”) and the Financial Conduct Authority (“FCA”) published the final report on the “Fair and Effective Markets Review” which had been launched one year ago with the...more
On 26 May 2015, the Prudential Regulation Authority (“PRA”) of the UK issued a consultation paper entitled “Contractual stays in financial contracts governed by third-country law”, proposing a new restriction that would apply...more
In This Issue:
- The National Senior Investor Initiative
- SEC Commissioner Addresses Structured Notes
- The SEC Defines “Voting Equity Securities” Under the Rule 506(d) Bad Actor Disqualification...more
On 24 March 2015, the European Securities and Markets Authority (ESMA) published a Consultation Paper setting out draft guidelines on complex debt instruments and structured deposits.
Background -
The...more
In This Issue:
- FCA Publishes Thematic Review on Structured Product Development and Governance
- EU Commission Review of Prospectus Directive
- SEC Issues Investor Bulletin Relating to Structured Notes
-...more
The EU prospectus regime, based on Directive 2003/71/EC (the “Prospective Directive”) as amended, has been in place now for nearly 10 years and was due to be reviewed by the European Commission by 1 January 2016. However, the...more
In This Issue:
- FINRA Releases 2015 Regulatory and Exam Priorities Letter: Structured Products Remain an Area of Focus
- OCIE Exam Priorities: 2015
- In Re: TVIX Securities Litigation
- Second...more
1/27/2015
/ Basel III ,
Credit Suisse ,
European Securities and Markets Authority (ESMA) ,
Examination Priorities ,
Exchange-Traded Products ,
Financial Industry Regulatory Authority (FINRA) ,
FSB ,
Global Systemically Important Banks (G-SIBs) ,
MiFID ,
OCC ,
OCIE ,
Securities ,
Securities Litigation ,
Structured Financial Products
2014 was a very active year for financial regulation in the European Union (EU). There was a push to finalise much of the outstanding primary legislation on the regulatory reform agenda in advance of the European...more