On December 17, 2021, the staff of the U.S. Securities and Exchange Commission issued a statement regarding Form CRS disclosures required of SEC-registered broker-dealers and investment advisers who offer services to retail...more
Christmas came early for many in the digital asset community by way of a statement from the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on December 23, 2020 that grants relief in the area of broker...more
12/28/2020
/ Blockchain ,
Broker-Dealer ,
Cryptocurrency ,
Custody ,
Customer Protection Rule ,
Digital Assets ,
Digital Securities ,
Investment Management ,
Popular ,
Public Comment ,
Securities and Exchange Commission (SEC)
On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more
10/12/2020
/ Accredited Investors ,
Broker-Dealer ,
Capital Raising ,
Comment Period ,
Disclosure Requirements ,
Exemptions ,
Finders ,
Investment Adviser ,
Investors ,
Private Offerings ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Unregistered Brokers
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
The Securities and Exchange Commission (SEC) recently issued two warnings about investments sold on the basis of celebrity endorsements, including one relating to initial coin offerings (ICOs), and followed up with...more
The new SEC Enforcement Cyber Unit will target cyber-related misconduct, including violations involving distributed ledger technology, initial coin offerings and misconduct perpetrated using the dark web....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 -
FDIC Rule Amends Filing Requirements and Processing Procedures for Changes in Control -
On Dec. 16 the FDIC announced the adoption of a final rule amending the FDIC's filing requirements...more
12/23/2015
/ Accredited Investors ,
Bank Secrecy Act ,
Banking Sector ,
Change in Control ,
Enforcement Actions ,
FDIC ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
FinCEN ,
Fraud ,
OCC ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
SEC Proposes New Derivatives Rules for Registered Investment Companies and Business Development Companies -
On Dec. 11, the SEC proposed new Rule 18f-4 under the Investment Company Act,...more
12/17/2015
/ Business Development Companies ,
Derivatives ,
Emerging Growth Companies ,
FBAR ,
Financial Industry Regulatory Authority (FINRA) ,
FinCEN ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Forex ,
Investment Companies ,
National Futures Association ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
FINRA Proposes to Adopt Capital Acquisition Broker Rules -
On Dec. 4 FINRA filed with the SEC a proposal to create a separate rule set that would apply to firms that meet the definition of...more
12/10/2015
/ Capital Raising ,
Community Banks ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
Enforcement Actions ,
EU ,
European Commission ,
FDIC ,
Federal Reserve ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Holding Companies ,
Prospectus ,
Securities and Exchange Commission (SEC)
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 -
MSRB Publishes Compliance Advisory for Municipal Advisors:
On Nov. 12 the Municipal Securities Rulemaking Board (MSRB) published its first municipal advisor compliance advisory, developed...more
11/19/2015
/ Brokered Deposits ,
Crowdfunding ,
Cybersecurity ,
Enforcement Actions ,
False Advertising ,
FDIC ,
FFIEC ,
Financial Industry Regulatory Authority (FINRA) ,
MSRB ,
Municipal Advisers ,
NYDFS ,
Regulation NMS ,
Securities and Exchange Commission (SEC)
Regulatory Developments:
CFTC and NFA Staff Publish FAQs and Other Resources for Filing and Reporting on Forms CPO-PQR and CTA-PR -
On Nov. 5 the Division of Swap Dealer and Intermediary Oversight of the CFTC...more
11/12/2015
/ CFTC ,
Chief Compliance Officers ,
Commodity Trading Advisors (CTAs) ,
CPOs ,
MSRB ,
NFA ,
Outsourcing ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Voting Requirements ,
VPPA
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 -
SEC to Vote on Final Title III Crowdfunding Rules Oct. 30:
The SEC has announced that it will vote on whether to adopt rules and forms related to the offer and sale of securities through...more
10/29/2015
/ Brokers ,
Capital Requirements ,
Covered Swap Entities (CSE) ,
Crowdfunding ,
D&O Insurance ,
Department of Education ,
Disgorgement ,
Dodd-Frank ,
Enforcement Actions ,
Excessive Fees ,
Farm Credit Administration ,
FDIC ,
Federal Reserve ,
FHFA ,
Funding Portal ,
Margin Requirements ,
New Regulations ,
OCC ,
Penalties ,
Professional Misconduct ,
Proposed Regulation ,
Rule 147 ,
Section 504 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Student Loans ,
Students ,
Swaps ,
Title III
Regulatory Developments:
FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults -
On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more
10/22/2015
/ Amended Regulation ,
BE-180 ,
Benchmarks ,
Comment Period ,
Conflicts of Interest ,
Consumer Financial Protection Bureau (CFPB) ,
Data Collection ,
Disclosure Requirements ,
Diversity ,
Elder Issues ,
Enforcement Actions ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Fines ,
Foreign Nationals ,
HMDA ,
Investment Adviser ,
Mortgage Lenders ,
Mortgages ,
Municipal Bonds ,
Neither Admit Nor Deny Settlements ,
Private Funds ,
Proposed Regulation ,
Public Offerings ,
Puerto Rico ,
Recordkeeping Requirements ,
Regulation C ,
Regulation M ,
Reporting Requirements ,
Restitution ,
Rule 105 ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Short Selling ,
Surveys ,
U.S. Commerce Department
Regulatory Developments:
FINRA Proposes Rules for Funding Portals -
On Oct. 9 FINRA filed with the SEC a proposed rule change to adopt Funding Portal Rules 100 (general standards), 110 (funding portal application),...more
10/15/2015
/ Comment Period ,
Consumer Financial Protection Bureau (CFPB) ,
Crowdfunding ,
Debt Securities ,
Disclosure Requirements ,
Enforcement Actions ,
Fees ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Funding Portal ,
JOBS Act ,
Kickbacks ,
Marketing Services Agreements ,
Mortgage Lenders ,
Mortgages ,
Pricing ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products
Regulatory Developments -
FINRA Files Proposed Rule Change to Apply Markup Rule to Government Securities:
On Sept. 30 FINRA filed with the SEC a proposed rule change, published in the Federal Register on Oct. 6, to...more
10/8/2015
/ Amended Regulation ,
Cease and Desist Orders ,
Comment Period ,
Consumer Financial Protection Bureau (CFPB) ,
Data Privacy ,
Data Protection ,
Data Security ,
Dispute Resolution ,
Dodd-Frank ,
Enforcement Actions ,
EU Data Protection Laws ,
FDIC ,
Federal Register ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
International Data Transfers ,
Kamala Harris ,
Mandatory Arbitration Clauses ,
Military Service Members ,
Municipal Securities Market ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Small Business ,
TILA-RESPA Integrated Disclosure Rule (TRID) ,
US-EU Safe Harbor Framework ,
Websites
Regulatory Developments -
SEC Proposes to Amend Administrative Proceedings Rules:
On Sept. 24 the SEC announced that it had voted to propose amendments to rules governing its administrative proceedings. The...more
10/1/2015
/ Administrative Proceedings ,
Bitcoin ,
Breach of Duty ,
Cease and Desist Orders ,
CFTC ,
Class Certification ,
Comment Period ,
De-Risking ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Margin Requirements ,
MSRB ,
Municipal Securities Issuers ,
Proposed Amendments ,
Proposed Regulation ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Swap Execution Facilities ,
Wash Trades
Regulatory Developments -
NYDFS Announces Approval of First BitLicense Application from a Virtual Currency Firm:
The New York State Department of Financial Services (NYDFS) announced Sept. 22 that it has approved...more
9/24/2015
/ Amended Regulation ,
Bitcoin ,
BitLicense ,
CFTC ,
Choke Point ,
Comment Period ,
Credit Ratings ,
Cuba ,
Cuban Assets Control Regulations (CACR) ,
Cybersecurity ,
Data Breach ,
Department of Justice (DOJ) ,
Dodd-Frank ,
Embargo ,
Export Administration Regulations (EAR) ,
FDIC ,
Financial Institutions ,
Investment Company Act of 1940 ,
Material Disclosures ,
Meals-Gifts-and Entertainment Rules ,
Money Market Funds ,
MSRB ,
Municipal Advisers ,
NRSRO ,
NYDFS ,
NYSE ,
Personally Identifiable Information ,
Press Releases ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Virtual Currency