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
Reviving the U.S. IPO Market -
A recent study based on work undertaken by the University of Florida found that the median age of companies going public in the United States in 1999 was 5 years. Between 20042016, the...more
6/2/2017
/ Dividends ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Life Sciences ,
NYSE ,
Private Placements ,
Rule 2210 ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Tax Reform ,
Trump Administration
In May 2017, in Regulatory Notice 17-19, FINRA announced the SEC approval of a variety of its proposed rule amendments relating to the upcoming move of the U.S. securities markets to the T+2 settlement cycle....more
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
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
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
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
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
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
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
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
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