Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

SEC Cautions Securities Laws May Apply to Interests in Virtual Organizations

Posted in Broker-Dealer, CFTC
On July 25, the Securities and Exchange Commission issued a Report of Investigation cautioning that certain offers and sales of digital assets of virtual organizations (e.g., “coin offerings” or “token sales”) could be deemed securities offerings and therefore subject to the federal securities laws. More details relating to the Report of Investigation are available in… Continue Reading

SEC Chairman Clayton Makes First Public Speech Outlining His Vision for the Commission

Posted in Derivatives, SEC/Corporate
On July 12, in his first major address since becoming Chairman of the Securities and Exchange Commission earlier this year, Jay Clayton outlined his vision for the SEC under his Chairmanship based upon eight guiding “principles” and his approach for implementing those principles into practice. In the speech, delivered at the Economic Club of New… Continue Reading

SEC’s Recent Order Approving FINRA Rule Change Relating To Qualification and Registration Requirements

Posted in Broker-Dealer
On July 7, the Securities and Exchange Commission issued an order adopting the Financial Industry Regulatory Authority’s proposed rule amending the qualification and registration requirements for associated persons. The new rule restructures the current qualification examinations, creates a general knowledge examination called Securities Industry Essentials (SIE) and specialized knowledge examinations, and revises the continuing education… Continue Reading

SEC Expands Nonpublic Review of Draft Registration Statements

Posted in SEC/Corporate
On June 29, the Division of Corporation Finance (Division) of the Securities and Exchange Commission announced that, beginning on July 10, the Division will permit all issuers to confidentially submit to the Division, for nonpublic review, draft registration statements in connection with initial public offerings (IPOs) and in certain other cases. This was previously only… Continue Reading

NYSE Withdraws Proposed Rule to Allow Listing Without an IPO

Posted in SEC/Corporate
On June 19, the New York Stock Exchange (NYSE) filed a notice withdrawing its proposed rule that would have allowed companies to list on the NYSE without an initial public offering. The proposed rule was previously discussed in the May 5, 2017 edition of the Corporate & Financial Weekly Digest. The proposed rule would have… Continue Reading

SEC Updates to Form ADV FAQs

Posted in SEC/Corporate
On June 12, the staff of the Securities and Exchange Commission’s Division of Investment Management updated its Frequently Asked Questions on Form ADV and IARD. Much of the additional guidance relates to amendments to Part 1A of Form ADV made by the SEC in 2016. Investment advisers will need to comply with these amendments beginning… Continue Reading

FINRA Proposes Rule Change to Extend the Implementation of Margin Requirements for Credit Default Swaps

Posted in Broker-Dealer
On June 14, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission a proposed rule change extending to July 18, 2018, the interim pilot program with respect to margin requirements for certain credit default swaps. The interim pilot program, which was implemented by FINRA Rule 4240, had been set to expire on… Continue Reading

FINRA Proposes Rule Change Regarding Trade Modifiers and the Reporting of Transactions in US Treasury Securities

Posted in Broker-Dealer
On June 12, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission a proposed rule change establishing February 5, 2018, as the date when member firms must begin using new transaction modifiers in connection with reporting transactions in certain US Treasury securities. In October 2016 the SEC approved changes to the FINRA… Continue Reading

Delaware Chancery Court Decision Demonstrates Continuing Risk to “Appraisal Arbitrage”

Posted in SEC/Corporate
In a stark application of the adage that one should be careful what one wishes for—because one may get it—on May 30, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court issued an opinion in In re Appraisal of SWS Group, Inc. (C.A. No. 10554-VCG), a stockholder lawsuit seeking appraisal for the shares of… Continue Reading

SEC Issues Risk Alert in Response to WannaCry Ransomware Attack

Posted in Broker-Dealer, Investment Advisers, Investment Companies and Investment Advisers
On May 17, the Securities and Exchange Commission Office of Compliance Inspections and Examinations (OCIE), issued a Risk Alert in response to the widespread ransomware attack known as WannaCry, WCry, or Wanna Decryptor that started on May 12. The attack infected computers and servers of various organizations in more than 100 countries. The Risk Alert… Continue Reading

US District Court Holds That Discretionary Tax Withholding is Exempt Under 16b-3

Posted in SEC/Corporate
Several companies have received shareholder letters seeking to recover short-swing profits from insiders under Section 16(b) of the Securities Exchange Act of 1934, alleging that such insiders made non-exempt purchases of stock within six months of having shares withheld either for payment of the exercise price of employee stock options or to satisfy tax liabilities… Continue Reading

Hinman Named Director of Division of Corporation Finance

Posted in SEC/Corporate
On May 9, the Securities and Exchange Commission announced that William H. Hinman will be named the new director of the SEC’s Division of Corporation Finance. Mr. Hinman was most recently a partner at Simpson Thacher & Bartlett LLP, where he advised public and private companies in corporate finance matters and boards of directors on… Continue Reading

FINRA Proposed Rule Change to the Consolidated Audit Trail

Posted in Broker-Dealer
In February, pursuant to Regulation NMS, the various national securities exchanges and the Financial Industry Regulatory Authority (each, a Participant) filed with the Securities and Exchange Commission a plan (Plan) to create, implement and maintain a consolidated audit trail (CAT) to capture information related to customers and order events for transactions in NMS securities and… Continue Reading

NYSE Issues Proposed Rule to Allow Listing Without an IPO

Posted in SEC/Corporate
On March 13, the New York Stock Exchange (NYSE) issued a proposed rule to amend the provisions related to the qualification of companies listing without a prior registration under the Securities Exchange Act of 1934 (Exchange Act). This proposed rule amends Footnote (E) of Section 102.01B of the NYSE Listed Company Manual (Footnote (E)) and… Continue Reading

SEC Grants No-Action Relief Regarding Created ETF Shares and Failure to Close Transactions

Posted in Broker-Dealer
In a letter dated April 26, the Division of Trading and Markets of the Securities and Exchange Commission granted no-action relief to Latour Trading LLC (Latour Trading) in connection with its proposed use of newly created exchange traded fund (ETF) shares to comply with the requirements set forth in Rule 204 (Close-Out Requirement) of Regulation… Continue Reading

SEC and FINRA Announce 2017 National Compliance Outreach Program for Broker-Dealers

Posted in Broker-Dealer
On May 3, the Securities and Exchange Commission and Financial Industry Regulatory Authority opened registration for the 2017 National Compliance Outreach Program for Broker-Dealers, which will be held in Washington, DC on July 27. Topics to be discussed will include cybersecurity and investing by seniors. Registration information is available here.  … Continue Reading

FINRA Amends Rule Regarding the Online Publication of Data Related to the Regulation NMS Plan to Implement a Tick Size Pilot Program

Posted in Broker-Dealer
On April 28, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission an amendment to Rule 6191 (Compliance with Regulation NMS Plan to Implement a Tick Size Pilot Program), which modifies the publication date for Appendix B website data related to the Regulation NMS Plan to Implement a Tick Size Pilot Program… Continue Reading

Final Report Issued by SEC-Government-Business Forum on Small Business Capital Formation

Posted in SEC/Corporate
In March 2017, the Government-Business Forum on Small Business Capital Formation of the Securities and Exchange Commission published its final report from the 2016 forum held on November 17, 2016. The forum is held annually “to provide a platform to highlight perceived unnecessary impediments to small business capital formation.” Each year the SEC’s Office of… Continue Reading

SEC Division of Corporate Finance Issues New C&DIs on “Regulation A+” and Regulation Crowdfunding

Posted in SEC/Corporate
The Securities and Exchange Commission’s Division of Corporation Finance recently issued new compliance and disclosure interpretations (C&DIs) related to so-called “Regulation A+” and Regulation Crowdfunding promulgated under the Jumpstart Our Business Startups (JOBS) Act. The C&DIs pertaining to Regulation Crowdfunding were issued on the same day as the SEC’s announcement of the adoption of technical… Continue Reading

SEC Division of Corporation Finance Provides Update on Conflict Minerals Rule

Posted in SEC/Corporate
On April 7, the Securities and Exchange Commission Division of Corporation Finance (the Division) issued a statement regarding the effect of recent judicial action with respect to the SEC’s conflict minerals rule. In its statement, the Division clarified that, in light of the uncertainty regarding the rule, subject to further review, the Division will not… Continue Reading

SEC Adopts Technical Amendments to JOBS Act Rules

Posted in SEC/Corporate
On March 31, the Securities and Exchange Commission adopted technical amendments to rules adopted by the SEC under the Jumpstart Our Business Startups Act (JOBS Act). These technical amendments include, among others, an increase in the revenue cap for determining emerging growth company (EGC) status; an increase of the amount of money companies can raise… Continue Reading

SEC Adopts Amendment to Shorten Settlement Cycle for Securities Transactions

Posted in Broker-Dealer, SEC/Corporate
On March 22, the Securities and Exchange Commission adopted an amendment to Rule 15c6-1(a) that shortens the standard settlement cycle for most broker-dealer securities transactions from three business days (known as T+3) to two business days (or T+2). Specifically, the rule, as amended, would prohibit a broker-dealer from entering into a contract for or effecting… Continue Reading