Updating Unregistered Structured Note Programs: How Frequently? -
For some types of securities offering programs, we have “black letter law” that instructs issuers how frequently the program documentation should be...more
9/15/2016
/ BaFin ,
Bank Holding Company ,
Brokerage Accounts ,
Cease and Desist Orders ,
Duty to Update ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Fixed Income Investments ,
Germany ,
Income Tax Act ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Subsidiaries ,
TLAC ,
TRACE
Regulation -
Next on the SEC’s Regulatory Agenda: A Chief Valuation Officer? -
First, the SEC required funds to designate a chief compliance officer. Then, the SEC proposed that funds designate a liquidity...more
8/16/2016
/ Advisors Act ,
Auditors ,
BDC ,
Broker-Dealer ,
Business Continuity Plans ,
Business Development Companies ,
CFTC ,
Commodity Futures Contracts ,
Commodity Pool ,
Customer Due Diligence (CDD) ,
ETFs ,
FinCEN ,
FSOC ,
OCIE ,
Private Equity ,
Qualified Client ,
Risk Management ,
Securities and Exchange Commission (SEC)
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
Financing Subsidiaries and SEC Registration -
As readers of this publication know, in order to address the expected new U.S. regulatory capital requirements, a number of U.S. bank holding companies have been creating new...more
7/7/2016
/ Bonds ,
Complex Financial Products ,
EU ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Financing ,
Global Systemically Important Financial Institutions (GSIFI) ,
Investor Advisory Committee ,
Investors ,
ISDA ,
Securities ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Subsidiaries ,
UK ,
UK Brexit
On June 27, 2016, the Securities and Exchange Commission (the “Commission”) proposed amendments to the definition of “smaller reporting company” (SRC) that would expand the number of companies that have this status. These...more
On June 7, 2016, FINRA settled proceedings against a New York-based investment firm for alleged violations of its suitability and related rules, namely NASD Rule 2310 and FINRA Rules 2111 and 2010.
According to FINRA,...more
According to news reports, the Massachusetts Securities Division (the “Division”) recently sent a “sweep letter” to firms asking broker-dealers to report information about their hiring policies and procedures. The Division,...more
In May 2016, FINRA filed with the SEC proposed revisions to its communications rules that include a few substantive revisions to existing rules, ease some burdensome filing requirements, and leave the door open for future...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
On April 6, 2016, the Department of Labor (“DOL”) issued its final conflict of interest regulations, which significantly expand who is considered a fiduciary when dealing with a retirement account. The new regulations,...more
Electronic Structured Product Systems and FINRA’s Robo-Advisor Report -
In a prior issue of this publication, we wrote about electronic structured note issuance platforms, and how these might be affected by U.S....more
Regulation -
Department of Labor Issues Fiduciary Regulations Under ERISA -
The Department of Labor (DOL) issued its long-anticipated final regulation (the “Regulation”) defining who is a fiduciary as a result of...more
Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more
Structured Product Sales at Bank Branches: Networking- Arrangement Rules -
Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint. ...more
In response to the emerging growth and use of so-called “robo-advisors,” including coverage in the media, FINRA released a report in March 2016 relating to these digital investment tools. ...more
In March 2016, the SEC entered into a settlement agreement with a U.S. broker-dealer, which initiated research coverage of an issuer after being invited by the issuer to participate as an underwriter for that issuer’s planned...more
As the U.S. financial markets commence their move towards a T+2 settlement period, FINRA has introduced a proposed set of rule changes designed to support this change. The current timetable contemplates that the changes...more
Structured Product Sales at Bank Branches: Networking- Arrangement Rules -
Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint....more
On February 26, 2016, FINRA issued a press release (http://www.finra.org/newsroom/2016/finra-approves-enhanced-price-disclosure-retail-investors-fixed-income-securities) announcing that its Board of Governors approved the...more
In its January 2016 annual exam priorities letter, FINRA announced that it would examine the “compliance culture” at member firms. In furtherance of that goal, in February 2016, FINRA issued a “sweep letter” to members...more
With the May 2016 effective date of the new crowdfunding rules approaching, the SEC is attempting to help prepare the market. On February 16, 2016, the SEC’s Office of Investor Education and Advocacy issued an investor...more
On February 8, 2016, FINRA released Regulatory Notice 16-08 relating to the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Exchange Act. The Notice arises from FINRA’s review of various private...more
Is There a Standard Form of Rule 144A Representation Letter? -
My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why.
I would have hoped that by now there would be just one great...more
2/12/2016
/ Banking Sector ,
Broker-Dealer ,
Corporate Issuers ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Institutional Investors ,
IRS ,
Market Basket ,
Regulation S-K ,
Representations and Warranties ,
Rule 144A ,
Rule 15a-6 ,
Securities and Exchange Commission (SEC) ,
Structured Finance ,
Structured Financial Products ,
TLAC