On June 23, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission issued CF Disclosure Guidance: Topic No. 9A (Topic 9A) providing additional disclosure considerations for public reporting companies regarding operations, liquidity and capital resources disclosures in light of business and market disruptions related to the COVID-19 pandemic. Topic 9A supplements CF Disclosure Guidance Topic No. 9 issued by the Division on March 25, 2020 and discussed in Katten’s advisory “COVID-19 Impact on Public Disclosure on SEC Reporting Companies.” Continue Reading SEC Division of Corporation Finance Issues Additional Disclosure Guidance Related to COVID-19 Pandemic

On June 22, the Securities and Exchange Commission and the Department of Justice’s Antitrust Division announced a Memorandum of Understanding (MOU) that is intended to foster collaboration between the agencies with respect to the enhancement of competition in the securities industry. Continue Reading SEC and Antitrust Division of DOJ Sign MOU

On June 22, Securities and Exchange Commission Chairman Jay Clayton and Brett Redfearn, the Director of the SEC’s Division of Trading and Markets, spoke together on an SEC-sponsored virtual forum about modernizing the US Equity Market Structure. Chairman Clayton identified the market for thinly traded securities, retail fraud and National Market System (NMS) market data and access as three current targets for SEC initiatives. Continue Reading SEC Chairman Speaks on Modernizing US Equity Market Structure

On June 19, the Financial Industry Regulatory Authority (FINRA) issued a regulatory notice that it had amended its Capital Acquisition Broker (CAB) suitability rule and rules governing non-cash compensation to align with the Securities and Exchange Commission’s Regulation Best Interest (Reg BI) with respect to the requisite standards of conduct. Continue Reading SEC Approves Changes to FINRA’s Suitability and Non-Cash Compensation Rules

On June 25, the five prudential regulators responsible for the margin rules for bank swap dealers (the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (FDIC), the Farm Credit Administration and the Federal Housing Finance Agency) adopted one final rule and one interim final rule that modify their original framework for margining uncleared swaps. Continue Reading Prudential Regulators Revise Initial Margin Rules for Uncleared Swaps

On June 22, National Futures Association (NFA) issued Notice I-20-26 announcing that the recent amendments made to Part 3 of its Compliance Rules will become effective on August 31, 2020. NFA Compliance Rule 3-14 was amended to allow an NFA disciplinary panel to impose a monetary penalty of up to $500,000 per rule violation at the conclusion of an NFA disciplinary proceeding. This amendment is meant to further deter violations of NFA requirements and provide NFA’s disciplinary panels with greater flexibility in assessing penalties. In addition, NFA also made several other minor amendments to its disciplinary procedures set forth in Part 3 of its Compliance Rules.

Notice I-20-26 is available here.

On June 25, the Federal Deposit Insurance Corporation (FIDC) published its final rule with respect to whether a loan made by a state-chartered bank is “valid when made” pursuant to the preemptive authority in Section 27 of the Federal Deposit Insurance Act (Final Rule). Continue Reading FDIC Publishes Final Rule Regarding the “Valid When Made” Doctrine

On June 25, the five regulators responsible for Section 13 of the Bank Holding Company Act of 1956 (Volcker Rule) approved a set of amendments that modify and clarify the covered fund provisions of the regulations implementing the Volcker Rule. (The five regulators are the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System, the Commodity Futures Trading Commission, and the Securities and Exchange Commission.) The final amendments are generally the same as those proposed in January of this year. Continue Reading Volcker Rule Regulators Make Changes to Covered Fund Rules

Katten hosts a weekly, 15-minute fireside chat podcast series on notable UK and European developments from the prior week’s Corporate & Financial Weekly Digest. This week, Neil Robson, Nathaniel Lalone and Carolyn Jackson explain the implications of a number of recent UK Government announcements regarding its proposals to make certain financial services regulatory reforms before the end of the Brexit transition period, with potentially significant divergences from EU legislation. Carolyn also digests the UK Financial Conduct Authority’s (FCA) approach to cryptoasset regulation.

 To listen to the podcast recording, click here.