Hello, this is Dave Lynn, and I’m a partner in Goodwin’s Capital Markets practice and chair of the firm’s Public Company Advisory practice. This is New Directions, a series of discussions about the impact and trajectory of...more
4/23/2025
/ Broker-Dealer ,
Capital Formation ,
Capital Markets ,
Corporate Governance ,
Deregulation ,
Enforcement Priorities ,
Financial Regulatory Reform ,
Investment Management ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Trump Administration
The SEC currently has several notable rule proposals that have received public comment but have not yet been finalized. The potential direction of these proposals is likely to be influenced by the leadership of the new SEC...more
2/10/2025
/ Broker-Dealer ,
Capital Markets ,
Cryptocurrency ,
Custody Rule ,
Digital Assets ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Proposed Rules ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
FINRA’s Office of Financial Innovation published a report on “The Metaverse and the Implications for the Securities Industry” to raise awareness among its member firms and the broader securities industry and seek industry...more
10/28/2024
/ Artificial Intelligence ,
Broker-Dealer ,
Cybersecurity ,
Data Privacy ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Fraud ,
Information Reports ,
Market Participants ,
Metaverse ,
NASAA ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities ,
Securities and Exchange Commission (SEC) ,
State Securities Regulators ,
Virtual Reality
The SEC Division of Examinations (EXAMS) recently published its list of priorities for 2025, providing a roadmap for broker-dealers and other registrants to better understand where examination teams will focus their efforts...more
10/25/2024
/ Broker-Dealer ,
Corporate Governance ,
Cryptoassets ,
Disclosure Requirements ,
Emerging Technology Companies ,
FinTech ,
Form CRS ,
Publicly-Traded Companies ,
Regulation BI ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
2/29/2024
/ Affiliates ,
Broker-Dealer ,
Comment Period ,
Financial Industry Regulatory Authority (FINRA) ,
Institutional Investors ,
Internal Rate of Return (IRR) ,
Investment Company Act of 1940 ,
Investment Funds ,
Offering Statements ,
Past Performance ,
Policies and Procedures ,
Private Offerings ,
Private Placements ,
Proposed Rules ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC)
On January 23, 2024, FINRA announced the addition of new Supplementary Material .18 to FINRA Rule 3110 (Supervision) to adopt a voluntary, three-year remote inspections pilot program (Pilot Program) to allow eligible members...more
On January 9, 2024, FINRA published its 2024 Annual Regulatory Oversight Report (the “Report”). FINRA publishes the Report as a way to provide its broker-dealer members with insight into findings from FINRA’s Member...more
1/26/2024
/ Annual Reports ,
Artificial Intelligence ,
Broker-Dealer ,
Cryptoassets ,
Cybersecurity ,
Electronic Communications ,
Financial Crimes ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Regulation BI ,
Regulation SHO ,
Securities and Exchange Commission (SEC)
FINRA has offered a gift to member firms and fund managers just in time for the holiday season — but like a new puppy, the gift comes with a lot of responsibility. FINRA filed a proposed rule change to amend FINRA Rule 2210...more
On October 16, 2023, the SEC’s Division of Examinations (EXAMS) published its exam priorities for 2024. The timing is notable, with the release coming several months ahead of the typical timeline and only eight months after...more
10/26/2023
/ Broker-Dealer ,
Compliance ,
Cryptoassets ,
Cybersecurity ,
FinTech ,
Form CRS ,
Investment Adviser ,
Private Funds ,
Registered Investment Companies (RICs) ,
Regulation BI ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
The SEC continues its overhaul of cybersecurity, cyber incident reporting, and privacy controls and requirements for industry registrants, their services providers, and corporate America generally.
On March 15, 2023, the SEC...more
4/14/2023
/ Broker-Dealer ,
Compliance ,
Covered Entities ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Disposal Protocols ,
Financial Industry Regulatory Authority (FINRA) ,
Incident Response Plans ,
Mutual Funds ,
Personal Information ,
Policies and Procedures ,
Proposed Rules ,
Registered Investment Advisors ,
Regulation S-P ,
Safeguards Rule ,
Securities and Exchange Commission (SEC) ,
Sensitive Personal Information
The proposal would codify for the first time the federal-level best execution standard for brokers and related obligations. New Regulation Best Execution would result in a pivot from what has been a principles-based approach...more
SEC efforts to shorten the US securities settlement cycle come as no surprise, yet these changes will have profound implications for the industry, US and global financial markets, and financial services generally. The push to...more
The SEC Division of Examinations recently published a Risk Alert on quarterly reports required under Exchange Act Rule 606, which are published by broker-dealers to provide customers with insight into factors influencing...more
12/13/2022
/ Best Execution ,
Broker-Dealer ,
Disclosure Requirements ,
Information Reports ,
Public Comment ,
Public Meetings ,
Quarterly Report ,
Reporting Requirements ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Interest in engaging in a crypto business seems to be at an all-time high, including doing so in or through regulated and compliant businesses in traditional financial services firms. Brokers-dealers sit atop that list....more
FINRA recently published Regulatory Notice 22-23, providing guidance regarding firm and representative succession planning, including relevant FINRA rules and administrative processes and questions firms can consider when...more
The SEC recently adopted new recordkeeping requirements for broker-dealers and “SBS entities” (security-based swap dealers and major security based swap participants). Most notably, the SEC will no longer require...more
FINRA recently hosted a conference call with its smaller members covering Regulation Best Interest and Form CRS compliance. FINRA’s resounding message was that there is “no one-size-fits all” approach to Reg. BI...more
10/13/2022
/ Broker-Dealer ,
Compliance ,
Conflicts of Interest ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Investment Adviser ,
Investment Management ,
Regulation Best Interest ,
Regulation BI ,
Securities and Exchange Commission (SEC)
SEC staff recently served up a juicy staff bulletin covering the standards of conduct for broker-dealer and investment adviser conflicts of interest. The staff bulletin includes 13 Q&As categorized into five different...more
FINRA recently proposed amendments to FINRA Rule 3110 (Supervision) to adopt a voluntary, three-year pilot program (Pilot Program) to allow member firms to conduct remote branch office inspections. In a nod to where...more
8/17/2022
/ Broker-Dealer ,
Data Collection ,
Financial Industry Regulatory Authority (FINRA) ,
Inspections ,
Pilot Programs ,
Proposed Amendments ,
Public Comment ,
Remote Proceedings ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Supervision
Back in April 2022, we wrote about the SEC killing the Dealer/Trader distinction. We also noted then that it would come as no surprise to see the SEC re-propose amendments to Exchange Act Rule 15b9-1. Just a few months later,...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
U.S. Securities and Exchange Commission staff recently published a bulletin reiterating the standards of conduct applicable to broker-dealers and investment advisers when making account recommendations to retail investors....more
4/15/2022
/ Broker-Dealer ,
Conflicts of Interest ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
IRA Rollovers ,
Regulation Best Interest ,
Retail Investors ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
The SEC Division of Examinations recently published its list of priorities for 2022. While it was a bit late compared to a typical year, the priorities letter provides a roadmap for firms to better understand where the...more
4/8/2022
/ Alternative Trading System (ATS) ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptoassets ,
Emerging Technologies ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Form CRS ,
Information Security ,
Investment Adviser ,
Private Funds ,
Regulation BI ,
Regulation SHO ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Unregistered Brokers
In This Issue. The Federal Deposit Insurance Corporation (FDIC) requested comments to draft principles for climate-related financial risk management; the U.S. Securities and Exchange Commission (SEC) published its 2022 exam...more
4/8/2022
/ Banking Sector ,
Broker-Dealer ,
Climate Change ,
Comment Period ,
Conflicts of Interest ,
FDIC ,
Financial Institutions ,
Financial Services Industry ,
Investment Adviser ,
Investment Companies ,
New Guidance ,
Public Comment ,
Regulation BI ,
Retail Investors ,
Risk Management ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Securities Exchanges ,
Swap Dealers