Global Financial Regulatory Blog

Category Archives: Securities Regulation

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SEC Adopts Amendments to Form 13F

Changes include switching from paper to electronic filing requirement for confidential treatment requests. By Stephen P. Wink, Naim Culhaci, Jackie Rugart and Matthew Lee On June 23, 2022, the Securities and Exchange Commission (SEC) adopted certain amendments to Form 13F (the Adopting Release) that will become effective at the beginning of 2023.… Continue Reading

SEC Proposes to Expand Interpretation of “Dealer” and “Government Securities Dealer” Definitions

By Laura Ferrell, Marlon Q. Paz, Nabil Sabki, Stephen P. Wink, Naim Culhaci, and Deric Behar On March 28, 2022, the US Securities and Exchange Commission (SEC) proposed rules (Proposing Release) that would require securities market participants that engage in dealer-like activities — such as a proprietary trading firm that engages in a routine pattern … Continue Reading

When Are CCOs on the Hook? FINRA Offers Guidance on CCO Liability

Guidance clarifies assessment of liability under Rule 3110, including designation as supervisor, application of reasonableness standard, and factors for and against charging compliance officials. By Marlon Q. Paz, John J. Sikora Jr., Stephen P. Wink, and Deric Behar On March 17, 2022, the Financial Industry Regulatory Authority, Inc. (FINRA) published Regulatory Notice 22-10 (Reg. Notice … Continue Reading

Expanded Definition of “Exchange” and SEC Regulation of Crypto Platforms

The amended definition could provide a new means for the SEC to regulate crypto platforms. By Stephen P. Wink, Marlon Q. Paz, Naim Culhaci, Ian Irlander, and Deric Behar We previously published a blog post on the set of proposed amendments (Proposal) issued on January 26, 2022, by the Securities and Exchange Commission (SEC) regarding … Continue Reading

SEC Proposes to Expand the Definition of an “Exchange”

Updated on May 9, 2022. The proposal would require certain systems and platforms currently not subject to any registration requirements to register as broker-dealers and ATSs. By Stephen P. Wink, Marlon Q. Paz, Naim Culhaci, and Deric Behar On January 26, 2022, the Securities and Exchange Commission (SEC) issued a set of proposed amendments (Proposal) … Continue Reading

SEC Proposes Stricter Requirements for the Rule 10b5-1 Affirmative Defense

The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders. By Joel H. Trotter, Stephen P. Wink, Naim Culhaci, and Deric Behar On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set of proposed amendments (the Proposal) regarding the adoption … Continue Reading

FINRA Proposes Amendments to Margin Requirement Rules

The proposed amendments could significantly alter the landscape for extended settlement of securities offerings by expressly limiting the public offering exception for “when-issued” securities to equity IPOs. By: Senet S. Bischoff, Gregory P. Rodgers, Stephen P. Wink, and Naim Culhaci The Financial Industry Regulatory Authority (FINRA) has proposed amendments to its margin requirement rules, which … Continue Reading

10 Key Focus Areas for UK-Regulated Financial Services Firms in 2021

This annual publication outlines some of the primary focus areas in 2021 for UK-regulated financial services firms. Some of these topics are attracting attention because they are an emerging trend, or because they are at a key stage in the implementation cycle. Other topics are longstanding, but remain at the top of the PRA’s and … Continue Reading

SEC Staff Issues No-Action Relief to Broker-Dealers From Reg BI and Form CRS Obligations Related to Certain Family Offices

The no-action relief applies to family offices with at least US$50 million in total assets (Institutional Family Offices) and requires broker-dealers seeking to rely on the relief to establish and maintain specific additional policies and procedures. By Dana G. Fleischman, Stephen P. Wink, Naim Culhaci, and Deric Behar On December 23, 2020, the Staff of … Continue Reading

FINRA Issues Proposal to Mandate Filing of All Retail Communications Regarding Certain Private Placements

In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. By Dana G. Fleischman, Stephen P. Wink, Naim Culhaci, and Deric Behar On October 28, 2020, the Financial Industry Regulatory Authority, Inc. (FINRA) filed with the US Securities and Exchange … Continue Reading

ESMA’s STO Guidance Aims to Limit Post-Brexit Disruption

However, ESMA’s proposed changes are less sweeping than required to achieve this aim. By Rob Moulton and Anne Mainwaring Should the Brexit transition period end without a UK equivalence decision, ESMA has issued guidance to limit the impact on the trading obligation for shares by assuming the following: — All EU shares (EU Member State, … Continue Reading

SEC Streamlines Rules for Over-the-Counter Equity Securities

The changes will have implications for the growing secondary market for non-listed securities. By Stephen P. Wink, Naim Culhaci, and Deric Behar On September 16, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 15c2-11 (the amended Rule) of the Securities Exchange Act of 1934 (Exchange Act). Rule 15c2-11 sets forth requirements … Continue Reading

Singapore: New Best Execution Requirements

MAS confirms regulatory approach for best execution and timeline for compliance. By Farhana Sharmeen and Marc Jia Renn Tan On 3 September 2020, the Monetary Authority of Singapore (the MAS) issued a response to feedback about its proposal for capital markets service license holders, banks, merchant banks, and finance companies that conduct certain regulated activities … Continue Reading

FINRA Issues Guidance on Implementation of Rule 5110 Amendments Relating to Public Offerings

The guidance addresses how the filing and review of public offerings both before and after the amendments’ September 16 implementation date will be impacted. By Dana G. Fleischman and Gail S. Neely On September 14, 2020, the Financial Industry Regulatory Authority, Inc. (FINRA) updated its Public Offerings page, including its Frequently Asked Questions regarding amendments … Continue Reading

SEC Issues Alert on Compliance Risks Related to COVID-19

As COVID-19 continues to disrupt routine operations, OCIE reminds broker-dealers and investment advisers of their ongoing obligations. By Dana G. Fleischman, Nabil Sabki, Stephen P. Wink, Laura N. Ferrell, and Deric Behar On August 12, 2020, the US Securities and Exchange Commission (SEC) Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert titled … Continue Reading

FINRA Issues Guidance on Retail Communications in Private Placements

The guidance highlights certain issues identified by FINRA regarding member firm communications to retail investors in private placement offerings. By Dana G. Fleischman, Stephen P. Wink, Naim Culhaci, and Deric Behar On July 1, 2020, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 20-21 (RN 20-21) to assist member firms in their creation, review, approval, distribution, and use … Continue Reading

SEC Flags Deficiencies in Private Fund Adviser Compliance

While the findings are not new or surprising, they do serve as a reminder of the regulator’s focus on advisers’ fiduciary and supervisory duties. By David Berman, Nabil Sabki, Laura N. Ferrell, Deric Behar, and Anna Lewis-Martinez On June 23, 2020, the Securities and Exchange Commission’s (SEC’s) Office of Compliance Inspections and Examinations (OCIE) published a … Continue Reading

SEC Puts LIBOR Transition Testing in Focus

In anticipation of LIBOR discontinuation, the SEC will begin examining transition progress. By Vicki E. Marmorstein, Jane Summers, Yvette D. Valdez, Stephen P. Wink, Douglas K. Yatter, and Deric Behar Nearly a year after the US Securities and Exchange Commission’s (SEC’s) release of a Staff Statement on LIBOR Transition, the SEC’s Office of Compliance Inspections … Continue Reading

SEC and FINRA Take Action to Address COVID-19 Impacts

In the wake of COVID-19, the SEC and FINRA are taking steps to support markets and market participants. By Dana G. Fleischman, Stephen P. Wink, and Deric Behar The US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority, Inc. (FINRA) continue to monitor and address ongoing impacts of COVID-19 to US capital … Continue Reading

HK SFC Reiterates Key Regulatory Obligations Amidst COVID-19 Market Volatility

Market participants must treat clients fairly and exercise care when recommending potentially volatile or illiquid products. By Simon Hawkins and Kenneth Y.F. Hui In response to ongoing volatility in local and international markets caused by the COVID-19 pandemic, on 27 March 2020, the Hong Kong Securities and Futures Commission (SFC) published two circulars reminding fund … Continue Reading

Prospectus Regulation: How to Navigate the New Rules on the Summary Section

New length restrictions will require issuers to focus on key information for investors. By James Inness and Connor Cahalane Under the Prospectus Regulation, which comes into force on 21 July 2019 (See EU Prospectus Regulation: New Format and Content Requirements), issuers preparing equity prospectuses will need to comply with new rules on the summary section. … Continue Reading

EU Prospectus Regulation: New Format and Content Requirements

The full regulation will come into force in July, imposing new requirements for prospectuses By James Inness and Connor Cahalane The new EU Prospectus Regulation will take full effect on 21 July 2019. Issuers and other parties to capital markets transactions can expect changes in the following areas: Prospectus summary: New content requirements and length … Continue Reading

New Listing Rules for Sovereign Controlled Companies … In 30 Seconds

The Financial Conduct Authority has published final rules creating a new category within its premium listing regime for companies controlled by a shareholder that is a sovereign country. By James Inness, Claire A. Keast-Butler, and Koushik K. Prasad From 1 July, 2018, an issuer with a sovereign state as its controlling shareholder will be eligible … Continue Reading
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