Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2016

Posted in SEC/Corporate

On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $116.20 per million dollars of securities registered to $100.70 per million dollars of securities, a decrease of approximately 13 percent. This decrease in the SEC registration statement filing fee follows a decrease in the filing fee from fiscal year 2014 to fiscal year 2015 of approximately 10 percent. This fee rate adjustment applies to the filing fee under Section 6(b) of the Securities Act of 1933 applicable to the registration of securities, the filing fee under Section 13(e) of the Securities Exchange Act of 1934 applicable to the repurchase of securities, and the filing fee under Section 14(g) of the Exchange Act applicable to proxy solicitations and statements in corporate control transactions. Continue Reading

SEC Issues Risk Alert on Broker-Dealer Controls Regarding Retail Sales of Structured Securities Products

Posted in Broker-Dealer

On August 24, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations’ National Examination Program staff (Staff) released a Risk Alert summarizing findings from an examination of 10 broker-dealers (Firms). The Staff evaluated whether the Firms effectively supervised and monitored the risks and activities associated with sales of structured securities products (SSPs) to retail investors. Continue Reading

The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt a Kill Switch for NOM

Posted in Broker-Dealer

On August 20, NASDAQ filed a proposed rule change with the Securities and Exchange Commission, which seeks to amend Chapter VI, Section 6, entitled “Acceptance of Quotes and Orders,” of the rules governing the NASDAQ Options Market (NOM), by adopting an optional “Kill Switch” protection. The Kill Switch would provide firms with a powerful risk management tool by allowing NOM participants to remove quotes, cancel open orders and prevent new order submissions, giving them immediate control of their quote and order activity. If NOM participants opt to cancel orders by utilizing the Kill Switch, they must send a message to NASDAQ requesting cancellation of the specific orders they would like cancelled. Continue Reading

Anti-Money Laundering Program and Suspicious Activity Report Filing for Investment Advisers

Posted in Broker-Dealer

The Financial Crimes Enforcement Network (FinCEN) issued a notice of proposed rulemaking that would require registered investment advisers to establish anti-money laundering programs and file suspicious activity reports with FinCEN in certain circumstances. FinCEN also is proposing to include investment advisers in the general definition of “financial institution” under the Bank Secrecy Act of 1970 (BSA). This change would subject investment advisers to multiple BSA requirements, including the obligation to file Currency Transaction Reports and to keep records relating to the transmittal of funds. Continue Reading

CPMI and IOSCO Publish Joint Consultative Report on the Global Harmonization of OTC UTI

Posted in Derivatives

On August 19, as part of a response to a request from the Financial Stability Board (FSB), the Committee on Payments and Market Infrastructures (CPMI) and the International Organization of Securities Commissions (IOSCO) published a joint consultative report (Report) entitled “Harmonization of the Unique Transaction Identifier.” The Report represents a further stage in the ongoing reform of the over-the-counter (OTC) derivatives market being led by the G20 countries, which, as part of their continued commitment to improve transparency, mitigate systemic risk and protect against market abuse, previously agreed that OTC derivatives transactions should be reported to trade repositories (TRs) and that such data be aggregated to ensure that relevant authorities are able to obtain a comprehensive view of the OTC derivatives market generally and transaction activity specifically. Continue Reading

CFTC Registers ICE Futures Canada and Montreal Exchange as FBOTs

Posted in CFTC

The Commodity Futures Trading Commission has issued orders granting foreign board of trade (FBOT) registration to ICE Futures Canada, Inc. and Montreal Exchange Inc. The orders of registration permit US market participants to directly access the exchanges’ order entry and trade matching systems. To comply with its respective order of registration, ICE Futures Canada and Montreal Exchange must adhere to the requirements applicable to FBOTs in Part 48 of the CTFC’s Regulations. Continue Reading

CFTC Approves NFA’s Enhanced Retail Forex Requirements

Posted in CFTC

The Commodity Futures Trading Commission has approved amendments to National Futures Association’s (NFA’s) rules and an accompanying interpretive notice governing Forex Dealer Members (FDMs). Specifically, the rule amendments require FDMs to include liabilities owed to eligible contract participant (ECP) counterparties in computing their adjusted net capital. (Previously, FDMs were required to include only liabilities owed to retail customers in computing adjusted net capital.) The amendments additionally require FDMs, for the first time, to collect security deposits for forex transactions from ECP counterparties. Continue Reading

PRIIPS – ESMA Publishes Reponses to Consultation on Key Information Document

Posted in EU Developments

The European Securities and Markets Authority (ESMA) has published the responses received by ESMA, the European Banking Authority (EBA) and the European Insurance and Occupational Pensions Authority (EIOPA) on the Technical Discussion Paper on Risk, Performance Scenarios and Cost Disclosures In Key Information Documents for Packaged Retail and Insurance-based Investment Products (PRIIPS).  Continue Reading

ESMA Publishes Discussion Paper on EMIR Standards Relating to CCP Client Accounts

Posted in Derivatives, EU Developments, Financial Markets

On August 27, the European Securities and Markets Authority (ESMA) published a discussion paper (Discussion Paper) on the review of Article 26 of ESMA’s Regulatory Technical Standards (153/2013) (RTS) under the European Market Infrastructure Regulation applicable to client accounts of central counterparties (CCPs). The publishing of the discussion paper opens a public consultation on the RTS aimed at the following three stakeholders: (1) CCPs, (2) clearing members of the CCPs, and (3) clients (whether financial or non-financial) of the clearing members of the CCPs (collectively, the stakeholders). Continue Reading

US Court of Appeals for the District of Columbia Circuit Upholds Decision on Conflict Minerals Rule

Posted in SEC/Corporate

On August 18, the US Court of Appeals for the District of Columbia Circuit issued its opinion on the rehearing of the lawsuit challenging the Securities and Exchange Commission’s conflict minerals rule. The ruling upheld the court of appeals’ previous ruling that, to the extent that the conflict minerals rule requires an issuer to disclose that any of its products “have not been found to be ‘DRC conflict free,’” the rule violates the First Amendment’s prohibition against compelled speech. Continue Reading