On September 24, the European Securities and Markets Authority (ESMA) published a consultation paper examining transaction reporting and reference data obligations under the Market in Financial Instruments Regulation (MiFIR) (the Consultation Paper). Continue Reading ESMA Publishes Consultation Paper on MiFIR Reference Data and Transaction Reporting

On September 21, the European Supervisory Authorities (ESAs) published a survey setting out the details on mandatory disclosure templates on sustainability‐related disclosures in financial services (the Survey). Continue Reading ESG: EU Survey on Mandatory Disclosure Templates for Use by Financial Services Firms

On September 21, the European Commission (Commission) adopted a time-limited decision to provide financial market participants 18 months within which they should reduce their exposure to UK central counterparties (CCPs) (the Decision). Continue Reading EU Commission Adopts Time-Limited Decision for Continued Access to UK Central Counterparties

On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) addressing, and limiting, the ability of shell companies, including special purpose acquisition companies (SPACs), to use Form S-3 during the 12 months following a business combination. Continue Reading SEC Issues C&DI on Use of Form S-3 by SPACs

On September 23, the Securities and Exchange Commission voted to adopt amendments to the rules governing the process for the submission of shareholder proposals to be included in a registrant’s proxy statement. Rule 14a-8 of the Securities Exchange Act of 1934 (Exchange Act) requires registrants holding a shareholder meeting that is subject to the Exchange Act proxy rules to include in their proxy statement proposals submitted by shareholders, so long as the applicable procedural and substantive requirements are met. Continue Reading SEC Adopts Amendments to Shareholder Proposal Rules

On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) regarding the treatment of benefits provided to executive officers in light of the COVID-19 pandemic and whether such benefits constitute perquisites or personal benefits that must be disclosed in a registrant’s summary compensation table and included when determining the registrant’s three most highly compensated officers (other than the registrant’s principal executive officer and principal financial officer) for identifying the “named executive officers.” Continue Reading SEC Issues C&DI on COVID-19 Related Benefits

In response to CFTC Letter No. 20-28, the Joint Audit Committee (JAC) has issued Regulatory Alert #20-02 and Regulatory Alert #20-03. As reported in the September 18 edition of Corporate & Financial Weekly Digest, CFTC Letter No. 20-28 provided supplemental guidance and no-action relief with respect to CFTC Regulation 1.56 (prohibition of guarantees against loss) compliance and further no-action relief with respect to the treatment of separate accounts by futures commission merchants (FCMs), initially set out in CFTC Letter No. 19-17. Specifically, with regard to compliance with the requirements of CFTC Regulation 1.56(b), Letter No. 20-28 gives FCMs until March 31, 2021 to remove or otherwise negate any limited recourse or similar provisions that may be contained in customer agreements. With regard to compliance with CFTC Rule 39.13(g)(8)(iii), the staff extended the time-limited no-action position from June 30, 2021 to December 31, 2021. Continue Reading Joint Audit Committee Revises Earlier Regulatory Alerts to Conform to CFTC Letter No. 20-28

National Futures Association (NFA) recently redesigned its Annual Questionnaire, which applicants are required to submit with their NFA membership applications and current members are required to file annually. On September 29, at 9:30 a.m. CT/10:30 a.m. ET, NFA will host a webinar to address the transition to the new Annual Questionnaire.

Among other changes, the updated Annual Questionnaire: Continue Reading NFA Announces Webinar to Debut Updated Annual Questionnaire

On September 16, the Securities and Exchange Commission adopted amendments to the Securities Exchange Act of 1934 (Exchange Act) Rule 15c2-11 to modernize the rule, including by recognizing advances in communications technology. The rule requires broker-dealers to review key, basic issuer information before initiating or resuming quotations for the issuer’s security in the over-the-counter (OTC) market. Continue Reading SEC Amends Exchange Act Rule 15c2-11 to Enhance Retail Investor Protections and Modernize Governing Quotations for Over-the-Counter Securities