SEC Rule 10b5-1 plans have long provided an effective means for corporate insiders to buy and sell their own company’s securities without fear of civil or criminal insider trading liability, but these plans have come under...more
6/25/2021
/ Administrative Orders ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Good Faith ,
Insider Trading ,
Internal Controls ,
Proposed Legislation ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Trading Plans ,
Transparency
The U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) have each published their annual examination priorities for 2021, signaling areas of scrutiny that broker-dealers should...more
4/9/2021
/ Anti-Money Laundering ,
Broker-Dealer ,
Compliance ,
Conflicts of Interest ,
Cybersecurity ,
Data Protection ,
Financial Industry Regulatory Authority (FINRA) ,
Phishing Scams ,
Ransomware ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Suspicious Activity Reports (SARs)
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
The legitimacy and scope of the SEC’s “disgorgement” remedy have been the focus of increasing scrutiny for the better part of the past decade. Among other things, two Supreme Court decisions in the past four years placed...more
2/4/2021
/ Appropriation ,
Disgorgement ,
Investors ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
NDAA ,
Popular ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Statute of Limitations
On December 16, 2020, FINRA issued Regulatory Notice 20-42 announcing a retrospective rule review to seek comments on “Lessons From the COVID-19 Pandemic.” In the notice, FINRA requests interested parties to provide...more
On October 15, 2020, the Securities and Exchange Commission issued a settled administrative order charging Andeavor LLC with failing to devise and maintain adequate internal controls surrounding its buyback of company stock...more
12/17/2020
/ Accounting Controls ,
Administrative Orders ,
Buyback Programs ,
Cease and Desist Orders ,
Civil Monetary Penalty ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stocks
Thwarting the financial exploitation of seniors and other vulnerable investors has been an increasing focus of several financial regulators in recent years, including the Financial Industry Regulatory Authority (“FINRA”). In...more
On June 22, 2020, in Liu v. SEC, the Supreme Court held in an 8-1 decision that the SEC is authorized under 15 U.S.C. § 78u(d)(5) (2015) to seek disgorgement as “equitable relief” in district court actions, as long as the...more
7/13/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
On Monday, March 9, 2020, FINRA issued Regulatory Notice 20-08, titled Pandemic-Related Business Continuity Planning, Guidance and Regulatory Relief, to provide guidance and regulatory relief to its members confronting...more
It’s been nearly five months since the Securities and Exchange Commission (“SEC”) approved Regulation Best Interest: The Broker-Dealer Standard of Conduct (“Reg BI”). As discussed in our June 27, 2019 Client Alert, Reg BI...more
11/1/2019
/ Broker-Dealer ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Investment Adviser ,
Investment Management ,
Investors ,
Legislative Agendas ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Standard of Conduct
FINRA yesterday issued long-anticipated guidance concerning credit for extraordinary cooperation in the context of enforcement investigations. Like its government counterparts, FINRA hopes to incentivize member firms that go...more
On June 5, 2019, the Securities and Exchange Commission (“SEC”) voted to adopt Regulation Best Interest: The Broker-Dealer Standard of Conduct (hereinafter, “Regulation BI”), requiring broker-dealers and their associated...more
Recently, the Financial Industry Regulatory Authority (“FINRA”) and the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) separately issued important guidance regarding customer communications surrounding the...more
5/3/2019
/ Broker-Dealer ,
Confidential Communications ,
Consumer Privacy Rights ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
New Guidance ,
OCIE ,
Personally Identifiable Information ,
Privacy Policy ,
Registered Investment Advisors ,
Regulation S-P ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
On January 22, 2019, FINRA released its 2019 Annual Risk Monitoring and Examination Priorities Letter (the “Priorities Letter”). Late last year, as part of FINRA360 – the organization’s ongoing improvement initiative – FINRA...more
2/22/2019
/ Anti-Money Laundering ,
BSA/AML ,
Examination Priorities ,
Financial Industry Regulatory Authority (FINRA) ,
FinCEN ,
Fixed Income Investments ,
Initial Coin Offering (ICOs) ,
Online Distribution ,
Online Platforms ,
Popular ,
Regulation D ,
Risk Management ,
Rule 506(c) ,
Token Sales
On January 28, 2019, FINRA announced a novel leniency initiative that will offer no-fine enforcement resolutions for member firms that self-report supervisory deficiencies related to recommendations of 529 savings plans and...more
On December 20, 2018, the Financial Industry Regulatory Authority (FINRA) issued a “Report on Selected Cybersecurity Practices” (the “Report”) as part of its ongoing efforts to assist broker-dealer firms in developing...more
While many of us were winding down the year focused on the December holidays, the U.S. Department of Justice, the SEC, FINRA, and FinCEN were busy delivering a flurry of messages to the broker-dealer industry about AML...more
A summer of Securities and Exchange Commission settlements involving registered broker-dealers and investment advisers demonstrates that the SEC remains firmly committed to regulating the conduct of these firms. These...more