In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA...more
The Financial Regulatory Authority (FINRA) recently issued a detailed report on compliance issues noted in its examination program.
In this alert, we discuss FINRA’s observations relating to Rule 2232, which requires...more
The Financial Regulatory Authority (“FINRA”) recently issued a comprehensive report on compliance issues noted in its examination program (the “Report”). The Report is intended to assist broker-dealers in identifying and...more
In October 2020, the Financial Industry Regulatory Authority (FINRA) proposed a rule amendment that would expand its filing requirements relating to private placements. Under the proposal, FINRA would amend its Rules 5122...more
FINRA recently published its 2019 Risk Monitoring and Examination Priorities Letter (“Priorities Letter”) highlighting topics upon which FINRA will focus in the coming year. Unlike letters in prior years, the Priorities...more
Canadian Bail-in and TLAC Rules: Impact on Structured Notes Offered in the United States -
Introduction -
In June 2017, the Canadian government released draft regulations relating to “bail-in instruments” issued by...more
The Financial Industry Regulatory Authority (“FINRA”) is conducting a retrospective review of the rules that govern outside business activities and private securities transactions to assess their effectiveness and efficiency....more
In April 2017, FINRA announced that it had revised its sanction guidelines for violations of its rules. The new revisions, among other things...more
On April 12, 2017, FINRA released three regulatory notices for comment that propose amendments to various FINRA rules affecting capital formation. In connection with its release of the notices, FINRA President and CEO Robert...more
U.S. Court of Appeals Upholds SEC’s Backtesting Finding -
In a 2016 case before the U.S. Court of Appeals for the D.C. Circuit, a former investment adviser lost a petition to review and vacate the decision of an SEC...more
FDIC Adopts New Recordkeeping Requirements for Large Banks – Modifies Original Proposal as to Brokered CDs -
In November 2016, the FDIC approved a final rule establishing recordkeeping requirements for insured...more
12/13/2016
/ Banks ,
Big Data ,
Department of Labor (DOL) ,
EU ,
FDIC ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
IRS ,
MREL ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
A recent enforcement action by FINRA underscores the regulator’s continuing concern regarding how financial advisers are paid to sell investment products. In a case announced on November 28, 2016, a member firm settled...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 SEC recently approved a set of FINRA rules which creates a new category of broker-dealers known as Capital Acquisition Brokers or CABs. The rules were originally proposed in 2014 and will go into effect on the date set...more
Brexit and Structured Products: A Framework for Considering Disclosures -
The U.K.’s recent referendum to withdraw from the European Union has affected virtually all segments of the financial industry. The structured...more
8/13/2016
/ Administrative Proceedings ,
Broker-Dealer ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Distributors ,
Employee Retirement Income Security Act (ERISA) ,
ETFs ,
EU ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Fraud ,
Manufacturers ,
Negligence Standard ,
Referendums ,
Required Communications ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
UK ,
UK Brexit
In July 2016, FINRA’s Investor Education Foundation released the findings from its National Financial Capability Study.
The study suggests that, while in some ways Americans have increased their financial literacy, too...more
Structured Notes Offered on an Agency Basis -
In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more
5/31/2016
/ Comment Period ,
Debt ,
Department of Labor (DOL) ,
Deposit Accounts ,
FDIC ,
Financial Industry Regulatory Authority (FINRA) ,
Offerings ,
Recordkeeping Requirements ,
Regulation S-K ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Underwriting
On May 23, 2016, at FINRA’s annual conference in Washington, D.C., Richard Ketchum, FINRA’s chairman and CEO, delivered a speech that shed a little light on FINRA’s recent sweep letter relating to firm culture....more
FINRA has filed with the SEC a proposed rule which would reduce the regulatory burden for broker-dealers that limit their activities to M&A and certain corporate financing transactions. The proposed rule would create a new...more
On September 17, 2015, FINRA announced that it would propose rules to help member firms protect seniors and other vulnerable adults from financial exploitation. The proposal would create a safe harbor enabling broker-dealer...more
9/23/2015
/ Amended Regulation ,
Broker-Dealer ,
Disability ,
Elder Abuse ,
Elder Issues ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Investor Protection ,
OCIE ,
Proposed Regulation ,
Safe Harbors
FINRA has made no secret of its interest in broker compensation, and the potential conflicts of interest that can be generated by some types of compensation practices. FINRA discussed these issues in its 2015 annual...more
FINRA recently filed proposed rule changes with the SEC addressing when broker-dealers may pay referral fees or otherwise share compensation with persons who are not registered as broker-dealers. The proposed rule changes are...more
FINRA is seeking public comment on a much needed overhaul of the regulatory requirements for broker-dealers who specialize in M&A and corporate finance. The overhaul would be accomplished by creating a new category of...more
The SEC recently finalized amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act relaxing prohibitions against general solicitation in certain private offerings of securities implementing Section...more
In its annual summary of regulatory and examination priorities, the Financial Industry Regulatory Authority (FINRA) signaled that it will aggressively pursue market misconduct. The January 11, 2013 report follows closely on...more