The SEC and CFTC recently charged 11 large financial institutions and their affiliates for failing to collect, monitor, and preserve communications over WhatsApp and other messaging services. These settlements follow a...more
10/7/2022
/ Affiliates ,
CFTC ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Institutions ,
Government Investigations ,
Instant Messaging Apps ,
Investment Adviser ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Social Media ,
WhatsApp
On September 14, 2022, the SEC announced a settled administrative order, also dated September 14 (“Order”), imposing penalties, including a $100,000 fine, on a registered broker (the “Broker”) for failing to (1)...more
The U.S. Securities and Exchange Commission recently charged a broker-dealer and five of its registered representatives with violating Regulation Best Interest (“Reg. BI”) related to recommendations and sales of an unrated,...more
On May 4, 2022, FINRA announced that it had fined two FINRA-registered funding portals a combined $1.75 million for failing to comply with securities laws and rules designed to protect crowdfunding investors. Funding portals...more
5/12/2022
/ Broker-Dealer ,
Crowdfunding ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Fines ,
Funding Portal ,
Internal Controls ,
JOBS Act ,
Regulation CF ,
Securities Act of 1933 ,
Securities Exchange Act
This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...more
8/4/2020
/ Broker-Dealer ,
Capital Raising ,
Enforcement Actions ,
Financial Services Industry ,
Finders ,
Investment Management ,
Investors ,
Private Investment Funds ,
Private Offerings ,
Securities and Exchange Commission (SEC) ,
Unregistered Brokers ,
Unregistered Securities
Regulatory Developments -
FDIC Rule Amends Filing Requirements and Processing Procedures for Changes in Control -
On Dec. 16 the FDIC announced the adoption of a final rule amending the FDIC's filing requirements...more
12/23/2015
/ Accredited Investors ,
Bank Secrecy Act ,
Banking Sector ,
Change in Control ,
Enforcement Actions ,
FDIC ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
FinCEN ,
Fraud ,
OCC ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
FINRA Proposes to Adopt Capital Acquisition Broker Rules -
On Dec. 4 FINRA filed with the SEC a proposal to create a separate rule set that would apply to firms that meet the definition of...more
12/10/2015
/ Capital Raising ,
Community Banks ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
Enforcement Actions ,
EU ,
European Commission ,
FDIC ,
Federal Reserve ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Holding Companies ,
Prospectus ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
SEC Proposes Amendments to Regulation ATS to Shine a Light on Dark Pools:
On Nov. 18 the SEC announced that it had issued Release No. 34-76474 proposing amendments to Regulation ATS,...more
11/25/2015
/ Broker-Dealer ,
Dark Pool ,
Deutsche Bank ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Money Market Funds ,
Proposed Amendments ,
Regulation SHO ,
Securities and Exchange Commission (SEC) ,
Volcker Rule
Regulatory Developments -
MSRB Publishes Compliance Advisory for Municipal Advisors:
On Nov. 12 the Municipal Securities Rulemaking Board (MSRB) published its first municipal advisor compliance advisory, developed...more
11/19/2015
/ Brokered Deposits ,
Crowdfunding ,
Cybersecurity ,
Enforcement Actions ,
False Advertising ,
FDIC ,
FFIEC ,
Financial Industry Regulatory Authority (FINRA) ,
MSRB ,
Municipal Advisers ,
NYDFS ,
Regulation NMS ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
SEC to Vote on Final Title III Crowdfunding Rules Oct. 30:
The SEC has announced that it will vote on whether to adopt rules and forms related to the offer and sale of securities through...more
10/29/2015
/ Brokers ,
Capital Requirements ,
Covered Swap Entities (CSE) ,
Crowdfunding ,
D&O Insurance ,
Department of Education ,
Disgorgement ,
Dodd-Frank ,
Enforcement Actions ,
Excessive Fees ,
Farm Credit Administration ,
FDIC ,
Federal Reserve ,
FHFA ,
Funding Portal ,
Margin Requirements ,
New Regulations ,
OCC ,
Penalties ,
Professional Misconduct ,
Proposed Regulation ,
Rule 147 ,
Section 504 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Student Loans ,
Students ,
Swaps ,
Title III
Regulatory Developments:
FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults -
On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more
10/22/2015
/ Amended Regulation ,
BE-180 ,
Benchmarks ,
Comment Period ,
Conflicts of Interest ,
Consumer Financial Protection Bureau (CFPB) ,
Data Collection ,
Disclosure Requirements ,
Diversity ,
Elder Issues ,
Enforcement Actions ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Fines ,
Foreign Nationals ,
HMDA ,
Investment Adviser ,
Mortgage Lenders ,
Mortgages ,
Municipal Bonds ,
Neither Admit Nor Deny Settlements ,
Private Funds ,
Proposed Regulation ,
Public Offerings ,
Puerto Rico ,
Recordkeeping Requirements ,
Regulation C ,
Regulation M ,
Reporting Requirements ,
Restitution ,
Rule 105 ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Short Selling ,
Surveys ,
U.S. Commerce Department
Regulatory Developments:
FINRA Proposes Rules for Funding Portals -
On Oct. 9 FINRA filed with the SEC a proposed rule change to adopt Funding Portal Rules 100 (general standards), 110 (funding portal application),...more
10/15/2015
/ Comment Period ,
Consumer Financial Protection Bureau (CFPB) ,
Crowdfunding ,
Debt Securities ,
Disclosure Requirements ,
Enforcement Actions ,
Fees ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Funding Portal ,
JOBS Act ,
Kickbacks ,
Marketing Services Agreements ,
Mortgage Lenders ,
Mortgages ,
Pricing ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products
Regulatory Developments -
FINRA Files Proposed Rule Change to Apply Markup Rule to Government Securities:
On Sept. 30 FINRA filed with the SEC a proposed rule change, published in the Federal Register on Oct. 6, to...more
10/8/2015
/ Amended Regulation ,
Cease and Desist Orders ,
Comment Period ,
Consumer Financial Protection Bureau (CFPB) ,
Data Privacy ,
Data Protection ,
Data Security ,
Dispute Resolution ,
Dodd-Frank ,
Enforcement Actions ,
EU Data Protection Laws ,
FDIC ,
Federal Register ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
International Data Transfers ,
Kamala Harris ,
Mandatory Arbitration Clauses ,
Military Service Members ,
Municipal Securities Market ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Small Business ,
TILA-RESPA Integrated Disclosure Rule (TRID) ,
US-EU Safe Harbor Framework ,
Websites
Regulatory Developments -
SEC Proposes to Amend Administrative Proceedings Rules:
On Sept. 24 the SEC announced that it had voted to propose amendments to rules governing its administrative proceedings. The...more
10/1/2015
/ Administrative Proceedings ,
Bitcoin ,
Breach of Duty ,
Cease and Desist Orders ,
CFTC ,
Class Certification ,
Comment Period ,
De-Risking ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Margin Requirements ,
MSRB ,
Municipal Securities Issuers ,
Proposed Amendments ,
Proposed Regulation ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Swap Execution Facilities ,
Wash Trades
Regulatory Developments:
DOL Releases Transcripts of Fiduciary Standard Hearings -
The Department of Labor (DOL) has released the transcripts of the hearings held by the agency in August on its proposed fiduciary...more
9/10/2015
/ Anti-Money Laundering ,
Bank Secrecy Act ,
Caesars ,
Comment Period ,
Department of Labor (DOL) ,
Enforcement Actions ,
Fiduciary Duty ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
FinCEN ,
Indemnification ,
Meals-Gifts-and Entertainment Rules ,
MSRB ,
Municipal Advisers ,
Municipal Securities Issuers ,
New Guidance ,
Proposed Amendments ,
Proposed Regulation ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Swap Data Repositories ,
Transcripts
Regulatory Developments -
Agencies Post Public Sections of Resolution Plans:
In a July 6 joint press release, the Federal Reserve Board and FDIC announced that they have posted the public portions of annual...more
7/9/2015
/ Auditors ,
Board of Trustees ,
Closed-End Funds ,
Consent Order ,
Diversity and Inclusion Standards (D&I) ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
FDIC ,
Federal Reserve ,
Fiduciary Duty ,
FSOC ,
Joint Policy Statements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Tibble v Edison Int ,
Unregistered Brokers
Regulatory Developments -
Client Alert: SEC Proposes Pay for Performance Rules:
Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more
6/25/2015
/ Board of Directors ,
Broker-Dealer ,
Cybersecurity ,
Data Protection ,
Distributed Denial of Service ,
Dodd-Frank ,
Enforcement ,
Enforcement Actions ,
Executive Compensation ,
Financial Industry Regulatory Authority (FINRA) ,
Flood Insurance ,
Investment Adviser ,
Lenders ,
Morgan Stanley ,
Municipal Bonds ,
OCIE ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Swaps
SEC Enforcement Action on FCPA Compliance –
Check the Box Is Not Enough. On May 20 the SEC announced that global resources company BHP Billiton had agreed to pay $25 million to settle charges that it had violated the...more
5/28/2015
/ BHP Billiton ,
Breach of Duty ,
Credit Default Swaps ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Corrupt Practices Act (FCPA) ,
Institutional Investors ,
Mutual Funds ,
Olympics ,
Pensions ,
Proposed Amendments ,
Public Pension ,
Rulemaking Process ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Statute of Limitations ,
Tibble v Edison Int
SEC Proposals to Enhance Investment Company and Investment Adviser Reporting: As we went to press, the SEC commissioners announced that they had voted to approve two proposals. The first was for new and amended rules and...more
5/22/2015
/ Banks ,
Community Banks ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Enforcement Actions ,
Fiduciary Duty ,
Investment Adviser ,
Investment Funds ,
Morgan Stanley ,
OCIE ,
Private Equity Funds ,
Securities and Exchange Commission (SEC) ,
Volcker Rule
In This Issue – More on the SEC Whistleblower Program.
In the April 8 issue of the Roundup we reported on the SEC’s administrative proceedings based on findings that restrictive language in a form confidentiality...more
Ninth Circuit Denies Rehearing of Northstar v. Schwab. On April 28, the U.S. Court of Appeals for the Ninth Circuit denied the petition of Schwab Investments’ (Schwab) for rehearing and rehearing en banc in the case of...more
4/30/2015
/ 401k ,
Broker-Dealer ,
Convertible Debt ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement ,
Enforcement Actions ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Insurance Industry ,
Investment Adviser ,
Investment Company Act of 1940 ,
Money Market Funds ,
Municipal Advisers ,
Ontario Securities Commission (OSC) ,
Petition for Writ of Certiorari ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Trustees
SEC Focus on Disqualification Waivers. When negotiating a settlement of an SEC enforcement action against a registered financial services firm – or one that hopes one day to become registered – it is vital to consider the...more
3/19/2015
/ Banking Sector ,
CFTC ,
Consumer Financial Protection Bureau (CFPB) ,
Disqualification ,
Enforcement Actions ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Regulation A ,
Regulation D ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
SEC Spotlight on Broker-Dealer Supervision of Outside Business Activities of Registered Representatives.
In this issue we report on the SEC’s settled administrative proceedings against H.D. Vest Investment Securities,...more
Editor’s Note -
CFTC Commissioner Giancarlo Proposes “Pro-Reform Reconsideration” of the Swaps Trading Rules. On January 29, CFTC Commissioner J. Christopher Giancarlo published a whitepaper titled “Pro-Reform...more
The CFTC Exercises Expanded Jurisdiction Over Retail Transactions in Physical Commodities.
Title VII of the Dodd-Frank Act of 2010 amended the Commodity Exchange Act (CEA) to add new authority over certain leveraged,...more
1/30/2015
/ Amended Legislation ,
CFTC ,
Class Action ,
Commodity Exchange Act (CEA) ,
Cuba ,
Cuban Assets Control Regulations (CACR) ,
Dodd-Frank ,
Enforcement Actions ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Pay-To-Play ,
Payment Systems ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Sanctions ,
Securities and Exchange Commission (SEC)