Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Register for Our 2019 Proxy Season Update Webinar

Posted in SEC/Corporate

Please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Meridian Compensation Partners on Thursday, December 13 at 12:00 p.m. (CT) for a webinar discussion of key developments and trends impacting public companies in the 2019 annual reporting and proxy season.

Further details are available here; click here to register.

FINRA Proposes Rule Change Relating to Rule 4512 (Customer Account Information)

Posted in Broker-Dealer

On November 28, the Financial Industry Regulatory Authority filed a proposed change to Rule 4512(a)(3) (Customer Account Information) with the Securities and Exchange Commission. FINRA Rule 4512(a)(3) currently requires member firms to obtain the “wet” signature of each named, natural person authorized to exercise discretion in an account. Members have stated that the requirement to obtain a “wet” signature raises operational costs without providing meaningful investor protections and that the requirement puts members at a competitive disadvantage to investment advisers (who are allowed to obtain electronic signatures). Continue Reading

SEC Proposed Rule Change To Amend Nasdaq Rule 4756(c)(2)

Posted in Broker-Dealer

The Nasdaq Stock Market LLC (Nasdaq) has filed a proposed change to Nasdaq Rule 4756(c)(2) with the Securities and Exchange Commission. Rule 4756(c)(2) provides that, for each security listed on Nasdaq, the aggregate size of all quotes and orders at the best price to buy and sell will be transmitted for display to the appropriate network processor, unless the aggregate size is less than one round lot. Continue Reading

SEC Adopts Securities Act Rule 139b To Promote Research Reports on Investment Funds

Posted in Broker-Dealer

On November 30, the Securities and Exchange Commission adopted new Rule 139b under the Securities Act of 1933. Rule 139 currently provides a safe harbor for the publication or distribution of research reports concerning one or more issuers by a broker-dealer participating in a registered offering of a covered issuer’s securities. However, Rule 139’s safe harbor does not extend to the publication or distribution of research reports by a broker-dealer with respect to registered investment companies or business development companies. Continue Reading

CFTC Proposes To Amend Annual Privacy Notice Requirement

Posted in CFTC

The Commodity Futures Trading Commission has proposed to amend its regulations to eliminate the requirement for registered firms to provide annual privacy notices to their customers, under certain conditions, consistent with amendments made to the Gramm-Leach-Bliley Act in late 2015. If adopted, the proposed amendments would provide an exemption to registered futures commission merchants, retail foreign exchange dealers, commodity trading advisors, commodity pool operators, introducing brokers, major swap participants and swap dealers from the requirement to deliver an annual privacy notice. Continue Reading

CFTC Grants Exemption From SEF Registration to Four Additional MTFs

Posted in CFTC

The Commodity Futures Trading Commission has amended its order granting an exemption from swap execution facility (SEF) registration to include four additional multilateral trading facilities: Creditex Brokerage LLP; Currenex; FX Connect; and Thomson Reuters. The order, which was originally issued by the CFTC in December 2017 and discussed in the December 15, 2017 edition of Corporate and Financial Weekly Digest, has the effect of allowing the exempted trading facilities to execute transactions that are subject to the CFTC’s trade execution requirements, and to offer trading in swaps that are not subject to the CFTC’s trade execution requirement to US person counterparties, without registration as a SEF.

More information on the amendment is available here.

NFA Proposes To Amend Interpretive Notice on Information Systems Security Programs

Posted in CFTC

National Futures Association (NFA) has proposed to amend its interpretive notice on information systems security programs (ISSPs) to further clarify each member’s obligations relating to its ISSP, including training, approval and incident reporting.

With respect to ISSP training, the amended interpretive notice will require members to train their employees upon hiring and on at least an annual basis thereafter. Members also must identify the specific topics covered by the training program.

Continue Reading

UK Securitization Regulations 2018 Published

Posted in Financial Markets, UK Developments

On December 4, the UK Securitization Regulations 2018 (UK Regulations) were published, together with an explanatory memorandum.

The UK Regulations reflect the application of the EU Securitization Regulation in the UK. The EU Securitization Regulation harmonizes and reforms existing rules on due diligence, risk retention and disclosure for securitizations, securitizing entities and EU regulated institutional investors. It also creates a new framework for simple, transparent and standardized securitizations and asset-backed commercial paper programs. Continue Reading

ECON Votes To Adopt Draft Reports on Cross-Border Distribution of Collective Investment Funds

Posted in EU Developments, Financial Markets

On December 4, the European Parliament’s Economic and Monetary Affairs Committee (ECON) published a press release announcing that it has voted to adopt draft reports on the European Commission’s legislative proposals for a Regulation and a Directive on the cross-border distribution of collective investment funds. ECON initially published the draft reports in September 2018 (for further details, see the September 28 edition of Corporate & Financial Weekly Digest). Continue Reading

Provisional Political Agreement Reached on CRR II Regulation and CRD V Directive

Posted in EU Developments, Financial Markets

On December 4, the European Parliament published a press release announcing that it reached provisional political agreement with the Council of the European Union on the proposed revisions to the Capital Requirements Regulation (CRR), or CRR II, and to the Capital Requirements Directive (CRD) IV, or CRD V. The European Parliament also published a separate press release setting out the details of the agreement. Continue Reading