Global Financial Regulatory Blog

Tag Archives: SEC

FINRA Proposes to Relax Communications Rule for Institutional Investors and Qualified Purchasers

The proposed amendment seeks to modify the existing framework of FINRA Rule 2210 to accommodate the use of certain projections and targeted returns. By Stephen P. Wink, Marlon Paz, Gail Neely, Naim Culhaci, Matthew Lee, and Deric Behar On November 13, 2023, the Financial Industry Regulatory Authority (FINRA) filed a proposed rule change with the … Continue Reading

SEC Outlines 2024 Examination Priorities

The priorities highlight emerging and core risk areas for investment advisers, broker-dealers, and other entities, including cybersecurity and crypto assets. By Laura Ferrell, Aaron Gilbride, Marlon Q. Paz, Jamie Lynn Walter, Stephen P. Wink, Naim Culhaci, and Deric Behar On October 16, 2023, the Securities and Exchange Commission’s (SEC) Division of Examinations (the Division) published … Continue Reading

SEC Adopts Changes to Names Rule for Registered Funds

The amendments aim to modernize the Names Rule and promote investor protection objectives by ensuring that a fund’s portfolio of holdings aligns with its name. By Laura N. Ferrell, Sarah E. Fortt, Betty M. Huber, Paul A. Davies, Nicola Higgs, Anne Mainwaring, Karmpreet (Preeti) Grewal, Austin J. Pierce, and Deric Behar The US Securities and … Continue Reading

SEC Adopts Significant Rule Changes for Private Fund Advisers

The amendments have a substantial impact on private fund managers. By Laura N. Ferrell, Aaron Gilbride, Michael Milazzo, Jamie Lynn Walter, Mike Hart-Slattery, and Haley Hohensee On August 23, 2023, the Securities and Exchange Commission (SEC) adopted a final rule package (each a Rule, and together, the Rules) that modifies the regulation of private fund … Continue Reading

New Federal Exemption Changes the Registration Landscape for M&A Brokers

The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. By Marlon Q. Paz, Stephen P. Wink, Naim Culhaci, Donald Thompson, and Deric Behar On March 29, 2023, the Securities Exchange Act of 1934 (Exchange Act) was amended to exempt certain “M&A brokers” … Continue Reading

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

SEC Staff Issues Key Considerations on LIBOR Transition

As a major LIBOR transition milestone approaches, a Staff Statement provides key considerations for market participants regarding their obligations. By Laura N. Ferrell, Marlon Q. Paz, Zach Lippman, and Deric Behar On December 7, 2021, the Staff of the Securities and Exchange Commission (SEC) issued a statement (the Statement) on the transition away from the … Continue Reading

What to Know About the New CFTC Cross-Border Swaps Regime

A comprehensive guide to the new rule, which largely supersedes prior CFTC guidance that had informed market practice for over seven years. By Yvette D. Valdez, Adam Bruce Fovent, and J. Ashley Weeks On November 13, 2020, the US Commodity Futures Trading Commission’s (CFTC’s) final rule on the cross-border application of aspects of the swaps … 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

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

SEC Expands the Definitions of AI and QIB

The changes would allow more individuals and institutions to invest in private offerings of unregistered securities. By Alexander F. Cohen, Paul M. Dudek, Joel Trotter, Dana G. Fleischman, Stephen P. Wink On August 26, 2020, the US Securities and Exchange Commission (SEC) expanded the definitions of accredited investor (AI) and qualified institutional buyer (QIB). Notably, … Continue Reading

SEC Proposal: Will You Still Be a 13F Filer?

The SEC proposes a significant increase in the 13F reporting threshold from US$100 million to US$3.5 billion. By Stephen P. Wink, Naim Culhaci, Jacqueline Marie Rugart, and Deric Behar On July 10, 2020, the US Securities and Exchange Commission (SEC) released a proposed rule amendment to increase the Form 13F reporting threshold from US$100 million to … 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
LexBlog