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Expect Focus - Volume II, May 2025

Builder of Investment Models Deviates From Blueprints Employee’s Rogue Remodeling Costs Builder Plenty - The SEC’s recent order instituting administrative and cease-and-desist proceedings (OIP) against registered...more

FINRA Adds On to Its Annual Oversight Report - Building in RILA Sales Guidance for First Time

In a section titled “Annuities Securities Products,” FINRA’s 2025 Annual Regulatory Oversight Report, issued on January 28, 2025, addresses regulatory obligations related to the sales of variable annuities (VAs) and...more

Amendments to N-PORT May Be OUT-Ported New SEC Reporting Requirements Already Under Challenge

Gary Gensler’s tenure as SEC chair can be remembered for an impressive number of rule proposals, many of which encountered vehement industry opposition or were challenged in court, struck down, or stayed....more

Expect Focus - Volume IlI, September 2024

Gone With the Wind? Closed-End Funds Risk Extinction - Shares of SEC-registered closed-end funds (CEFs) have long held significant potential advantages for some investors. For example, unlike shares of mutual funds...more

FINRA and SEC Float Concerns Over Social Media Finfluencers

Social media marketing is an important form of advertising in our digital world, particularly with a target audience of younger investors. This has caught the eye of FINRA and the SEC....more

A Sea Change in RILA Regulation: Navigating the New Waters

On July 1, 2024, the Securities and Exchange Commission adopted a new registration framework for registered index-linked annuity (RILA) contracts. RILA contracts allow investors to allocate purchase payments to one or more...more

SEC Seriously Limits Dealer/Trader Distinction: Betting Window Open Re Federal Court Veto

On February 6, 2024, the SEC adopted new rules under the Securities Exchange Act of 1934 (Exchange Act), to expand the scope of “dealers” and “government securities dealers” required to register under the Exchange Act, become...more

SEC Wants More Securities Traders Under Its Dealer Big Top: Would Require Exchange Act Registration by More Regular Traders

Recent SEC actions relating to the definition of “dealer” under the Securities Exchange Act of 1934 may enable the SEC to start cracking the whip over more persons who actively trade securities for their own account “as part...more

Tailored Specifically: Recent SEC Regulatory Developments Relating To Advertising

I. INTRODUCTION AND OVERVIEW - Gary Gensler’s tenure-to-date as Chairman of the Securities and Exchange Commission (“SEC”) is striking for its exceptionally active rulemaking agenda. Two rulemakings of tremendous import to...more

Reg BI Compliance Countdown: T-Minus Six Months

As the June 30, 2020, compliance date approaches, broker-dealers are taking steps to implement Regulation Best Interest (Reg BI), which establishes a new standard of conduct when making recommendations to retail customers of...more

DC Circuit: Willful Means Intentional Under the Advisers Act – Negligent Conduct Cannot Be Willful Conduct

In Robare Group v. SEC, the court clarified the meaning of “willfully” under Section 207 of the Investment Advisers Act of 1940. A willful omission requires that a person “subjectively intended to omit material information.”...more

Unpacking the SEC’s Regulation Best Interest Package

On June 5, 2019, the SEC adopted a four-part regulatory package that includes: new Regulation Best Interest (Reg. BI), the related “Relationship Summary” disclosure form (Form CRS), and two interpretations of the Advisers...more

“Promptly Transmit” Redefined for Some Customer Checks

The SEC and FINRA recently extended relief originally granted to accommodate suitability reviews of deferred variable annuities, so that the relief is now also available for mutual funds, Section 529 plans, and other...more

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