Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A...more
On April 14, 2023, the Securities and Exchange Commission (SEC) reopened the comment period on proposed amendments to Rule 3b-16 under the Securities Exchange Act of 1934 (the “Exchange Act”) (the “Amendments”). The...more
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date...more
On February 7, 2023, the Securities and Exchange Commission’s (SEC) Division of Examinations (EXAMs) announced its 2023 Examination Priorities (the “Priorities”), which highlight areas it expects to target in 2023...more
2/22/2023
/ Broker-Dealer ,
Compliance ,
Cryptocurrency ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Fair Valuation ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Libor ,
Mutual Funds ,
Private Funds ,
Registered Investment Advisors ,
Regulation Best Interest ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Suspicious Activity Reports (SARs)
Brokers who specialize in the sale or purchase of private companies (“M&A Brokers”) have long been an uncomfortable fit under the rules applying to securities broker-dealers. M&A Brokers typically provide advisory services to...more
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
On November 13, 2020, the SEC announced that it had settled actions against several investment advisory firms and firms dually-registered as broker-dealers and investment advisers. These actions relate to unsuitable sales of...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
On October 28, 2020, the U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, together with the directors of three SEC divisions, issued a joint statement relating to complex financial products. The statement...more
Background-
For many years, small businesses and other private issuers have struggled to connect with investors when seeking to raise capital in a private offering. The amount of money being raised was sometimes too small...more
Last year, the Securities and Exchange Commission (“SEC”) adopted measures intended to enhance the protection of retail investors who engage financial professionals to assist them with investments. Regulation Best Interest...more
On March 30, 2020, the Securities and Exchange Commission (SEC) issued a no-action letter stating that the staff of the SEC’s Division of Trading and Markets would not recommend enforcement actions against broker-dealers that...more
In the third release comprising part of the package of proposed rules and forms related to broker-dealers’ and investment advisers’ standards of conduct, the Securities and Exchange Commission (the SEC or the “Commission”)...more
According to the Securities and Exchange Commission (SEC or “Commission”), its April 18, 2018 release proposing an interpretation of the standard of conduct for investment advisers (“Adviser Conduct Release”) is intended to...more
Background -
For many years, the distinction between investment advisers and broker-dealers was clear: investment advisers were counselors who were expected to provide advice that was in the best interest of their clients,...more
Until recently, broker-dealers operating in the United States weren’t subject to a fiduciary standard when dealing with their retail clients.
The passage of the Dodd-Frank Act in 2010 included a provision enabling the...more
In April 2016, the U.S. Department of Labor (DOL) adopted a rule that significantly expands the category of persons deemed fiduciaries when providing investment recommendations to most retail retirement accounts (the...more
Implementing the DOL Fiduciary Rule -
Background -
On June 9, 2017, key provisions of the fiduciary rule adopted by the Department of Labor (“DOL”) will become applicable for most broker-dealers, as well as many...more
On March 1st, 2017, the Securities and Exchange Commission (“Commission”) issued a request for comment (“RFC”) seeking comment on Industry Guide 3, “Statistical Disclosure by Bank Holding Companies” (“Guide 3”). Guide 3,...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)
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
On June 1, 2016, the U.S. Securities and Exchange Commission issued an administrative order sanctioning Blackstreet Capital Management LLC and Blackstreet’s managing member and principal owner, Murry N. Gunty, for acting as...more