Momentum Builds in the U.S. IPO Market -
Renaissance Capital reported a strong start to the year in its U.S. IPO Market 1Q 2017 Quarterly Review. The first quarter of 2017 saw 25 IPOs, which raised $9.9 billion, a jump...more
4/18/2017
/ Audits ,
Blockchain ,
Conflict Mineral Rules ,
Enforcement Actions ,
Foreign Issuers ,
ICFR ,
Initial Public Offering (IPO) ,
Israel ,
JOBS Act ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles
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
SEC Rolls Out “POSITIER” -
The SEC’s Office of the Investor Advocate used a recent March 9, 2017 open meeting and related “Evidence Summit” to announce its new investor research initiative, “POSITIER.”1 This new acronym...more
4/14/2017
/ Banking Sector ,
Banks ,
Canada ,
EU ,
European Commission ,
Financial Industry Regulatory Authority (FINRA) ,
Hyperlink ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
RTS ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
XBRL Filing Requirements
In our capacity as advisers to financial institutions, we carefully monitor FINRA’s rulemaking and enforcement activities with a view to thinking about how these affect market participants and their activities. FINRA’s March...more
Changes Afoot? -
President Trump has issued a number of orders that have as their aim reducing regulatory burdens. For example, there is the January 30, 2017 “two for one” order, which contemplates that, for each new rule...more
3/10/2017
/ Acquisitions ,
Corporate Governance ,
Disclosure ,
EU ,
FATCA ,
Hyperlink ,
IFRS ,
Intrastate Offerings ,
Non-GAAP Financial Measures ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Trump Administration ,
XBRL Filing Requirements
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
On March 1, 2017, the Securities and Exchange Commission (the “Commission”) proposed the use of the Inline XBRL (eXtensible Business Reporting Language) format for the submission of operating company financial statement...more
In these uncertain times, the predictability and regularity of the annual priorities letters from FINRA and the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) is...more
2/23/2017
/ Anti-Money Laundering ,
Broker-Dealer ,
Cybersecurity ,
ETFs ,
Examination Priorities ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
OCIE ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Transactions
Identifying Conflicts of Interest in Structured Products Offerings -
With FINRA and other regulators focused on conflicts of interest in the broker-dealer industry, market participants are working diligently to identify...more
2/23/2017
/ Advertising ,
Broker-Dealer ,
Conflicts of Interest ,
EFTs ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Marketing ,
Proposed Amendments ,
Rule 2210 ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products
Market participants who are not enamored by the current state of federal securities regulation may have been heartened by the new administration’s January 30, 2017 “two for one” order. The order contemplated that, for each...more
REGULATION -
DOL Issues Additional Guidance on Fiduciary Rule -
On January 13, 2017, the U.S. Department of Labor (“DOL”) issued a second set of guidance on its new fiduciary rules, which are scheduled to become...more
2/2/2017
/ Attorney-Client Privilege ,
Broker-Dealer ,
Brokers ,
Capital Acquisition Broker (CAB) ,
Conflicts of Interest ,
Cross-Selling ,
Department of Labor (DOL) ,
Examination Priorities ,
Exploitation ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Liquidity Risk Management Rule ,
Mutual Funds ,
OCIE ,
Pay-To-Play ,
Sales Load Variations ,
Section 36(b) ,
Securities and Exchange Commission (SEC) ,
Swing Pricing ,
Trustees
Looking Ahead...
We write this as a new administration looks to make its mark with an agenda that was premised on promoting capital formation by easing regulatory burdens. Once a new chair of the Securities and Exchange...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
Introduction -
Consistent with prior practice, with the arrival of the new year, FINRA has published its key examination priorities.
As in prior years, the letter covers a broad array of topics. This year’s topics...more
Final TLAC Rules and Structured Products -
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding long-term debt and total loss absorbing...more
12/27/2016
/ Depository Institutions ,
EU ,
EU Benchmark Regulation ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Banks ,
Global Systemically Important Banks (G-SIBs) ,
Holding Companies ,
IRS ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Popular ,
Regulatory Agenda ,
Section 871(m) ,
Structured Financial Products ,
TLAC ,
UK ,
UK Brexit
On December 13, 2016, the FINRA Investor Education Foundation published Investors in the United States 2016 (the “Report”), which includes the results of its investor survey of 2,000 individuals from across the United States...more
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding total loss absorbing capacity (the “Final TLAC Rule”) requirements for global systemically...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
U.S. regulators and self-regulatory organizations have been moving towards a T+2 settlement cycle for secondary market transactions. In November 2016, the NYSE took its own expected steps in this direction, with a series of...more
In response to recent highly-publicized scrutiny of bank cross-selling practices, FINRA announced in October 2016 that it is conducting a sweep of broker-dealers to determine the extent to which they are...more
In October 2016, FINRA filed with the SEC proposed rules designed to help brokers protect seniors and other vulnerable adults from financial exploitation. The proposal would amend existing customer account information rules...more
IRS Issues Proposed Regs on RIC Commodity Investments -
On September 27, 2016, the IRS issued proposed regulations (the “Proposed Regulations”) providing guidance relating to the income test and asset diversification...more
10/13/2016
/ Capital Gains ,
CFCs ,
Corporate Taxes ,
Estate Tax ,
Hillary Clinton ,
Income Taxes ,
IRS ,
Marital Status ,
PFIC ,
Political Candidates ,
Presidential Elections ,
Proposed Regulation ,
Registered Investment Companies (RICs) ,
REIT ,
TEFRA ,
Trump Administration
FINRA Revises its Proposed Amendments to Rule 2210 -
In our recent Client Alert, we wrote about the Financial Industry Regulatory Authority, Inc.’s proposed changes to Rule 2210, Communications with the Public. One of...more