This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...more
8/4/2020
/ Broker-Dealer ,
Capital Raising ,
Enforcement Actions ,
Financial Services Industry ,
Finders ,
Investment Management ,
Investors ,
Private Investment Funds ,
Private Offerings ,
Securities and Exchange Commission (SEC) ,
Unregistered Brokers ,
Unregistered Securities
On June 16, 2020, the U.S. Securities and Exchange Commission (SEC) granted registered municipal advisors (MAs) a temporary, limited exemption (Exemption) from broker-dealer registration to the extent that they solicit banks...more
In a public statement issued on June 15, 2020, U.S. Securities and Exchange Commission (SEC) Chairman Clayton confirmed the June 30, 2020, deadlines for compliance with Regulation Best Interest (Reg. BI) and the Form CRS...more
The compliance date of June 30, 2020, is looming for U.S. broker-dealers subject to Regulation Best Interest (Reg. BI) and broker-dealers and investment advisers required to prepare and provide relationship summaries pursuant...more
5/19/2020
/ Broker-Dealer ,
Conflicts of Interest ,
Disclosure Requirements ,
Filing Deadlines ,
Form CRS ,
Investment Adviser ,
Popular ,
Regulation Best Interest ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
On April 18, 2018, the Securities and Exchange Commission (SEC) voted to propose a package of rulemakings and interpretations designed, in the words of the accompanying press release, “to enhance the quality and transparency...more
FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more
Regulatory Developments -
SEC Grants Exemption from Registration as a Clearing Agency to Two Matching Service Providers -
On Nov. 24 the SEC approved applications by Bloomberg STP LLC and SS&C Technologies, Inc....more
12/4/2015
/ Broker-Dealer ,
Comment Period ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
FinCEN ,
MSRB ,
Municipal Advisers ,
No-Action Letters ,
NYDFS ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Waiting Periods
Regulatory Developments -
SEC Proposes Amendments to Regulation ATS to Shine a Light on Dark Pools:
On Nov. 18 the SEC announced that it had issued Release No. 34-76474 proposing amendments to Regulation ATS,...more
11/25/2015
/ Broker-Dealer ,
Dark Pool ,
Deutsche Bank ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Money Market Funds ,
Proposed Amendments ,
Regulation SHO ,
Securities and Exchange Commission (SEC) ,
Volcker Rule
Regulatory Developments -
Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8:
Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more
11/5/2015
/ Banking Sector ,
Broker-Dealer ,
Exemptions ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Global Systemically Important Financial Institutions (GSIFI) ,
Interim Rule ,
Management Proposals ,
Margin Requirements ,
Ordinary Business Exception ,
Proposed Regulation ,
RAISE Act ,
Recordkeeping Requirements ,
Regulation SCI ,
Reporting Requirements ,
Resale Exemption ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
SIFMA ,
Startups ,
Swap Dealers ,
Swaps ,
Trinity Wall Street ,
Wal-Mart
Regulatory Developments -
Client Alert: SEC Proposes Pay for Performance Rules:
Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more
6/25/2015
/ Board of Directors ,
Broker-Dealer ,
Cybersecurity ,
Data Protection ,
Distributed Denial of Service ,
Dodd-Frank ,
Enforcement ,
Enforcement Actions ,
Executive Compensation ,
Financial Industry Regulatory Authority (FINRA) ,
Flood Insurance ,
Investment Adviser ,
Lenders ,
Morgan Stanley ,
Municipal Bonds ,
OCIE ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Swaps
Senator Shelby Releases Discussion Draft of Financial Regulatory Bill.
On May 12 Senator Richard Shelby, the Chairman of the Senate Committee on Banking, Housing, and Urban Affairs, announced that the Committee had...more
Ninth Circuit Denies Rehearing of Northstar v. Schwab. On April 28, the U.S. Court of Appeals for the Ninth Circuit denied the petition of Schwab Investments’ (Schwab) for rehearing and rehearing en banc in the case of...more
4/30/2015
/ 401k ,
Broker-Dealer ,
Convertible Debt ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement ,
Enforcement Actions ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Insurance Industry ,
Investment Adviser ,
Investment Company Act of 1940 ,
Money Market Funds ,
Municipal Advisers ,
Ontario Securities Commission (OSC) ,
Petition for Writ of Certiorari ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Trustees
FINRA Requests Comment on Current Membership Application Rules.
As part of its ongoing retrospective rule review process, FINRA has published, in Regulatory Notice 15-10, a request for comment on the effectiveness and...more
SEC Spotlight on Broker-Dealer Supervision of Outside Business Activities of Registered Representatives.
In this issue we report on the SEC’s settled administrative proceedings against H.D. Vest Investment Securities,...more
Editor’s Note -
CFTC Commissioner Giancarlo Proposes “Pro-Reform Reconsideration” of the Swaps Trading Rules. On January 29, CFTC Commissioner J. Christopher Giancarlo published a whitepaper titled “Pro-Reform...more
Editor’s Note -
Rich Matheny Comments on New Format of OFAC Sanctions List: On January 5, OFAC announced the release of a new format of its Specially Designated Nationals and Blocked Persons (SDN) List. With the new...more
1/15/2015
/ Anti-Money Laundering ,
Broker-Dealer ,
FDIC ,
FinCEN ,
Industry Examinations ,
Investment Adviser ,
No-Action Relief ,
Office of Foreign Assets Control (OFAC) ,
Regulatory Agenda ,
Sanctions ,
SDN List ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Transfer Agents
Editor’s Note:
FINRA Rulemaking: In this issue we report on three recent FINRA rule amendments. The first amends the NASD rule on the use of customer account statements to require that member firms use more accurate...more
1/8/2015
/ Amended Regulation ,
Broker-Dealer ,
CFTC ,
Commodity Trading Advisors (CTAs) ,
CPOs ,
Family Offices ,
Financial Industry Regulatory Authority (FINRA) ,
Futures Commission Merchants (FCMs) ,
NASD ,
NYSE ,
REIT ,
Securities ,
Securities and Exchange Commission (SEC)
Editor’s Note -
Looking Ahead: December 1 Effective Date for FINRA Consolidated Supervision Rules. The new FINRA Supervision rules, approved by the SEC in December 2013, become effective on December 1, 2014. The new...more
10/21/2014
/ Asset-Backed Securities ,
Banks ,
Broker-Dealer ,
DPPs ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
ISDA ,
ISDA Master Agreement ,
NASD ,
REIT ,
Securities and Exchange Commission (SEC)