Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

SEC Requests Public Comment on Improving Private Security Offering Exemptions

Posted in Broker-Dealer

On June 18, the Securities and Exchange Commission requested public comment on ways to simply harmonize and improve the private securities offering exemptions from registration under the Securities Act of 1933. In its concept release, the SEC indicated that it “believe[s] our capital markets would benefit from a comprehensive review of the design and scope of our framework for offerings that are exempt from registration” in order to develop a “framework to promote capital formation and expand investment opportunities.”

The concept release identifies a number of topics to be addressed, including evaluating the overall framework and coverage of the private securities offering exemptions, adjusting the limitations on who should be permitted to invest in particular exempt offerings and in what amounts, facilitating issuer transition from one offering to another, expanding the role of pooled investment vehicles, including increasing the exposure of retail investors to early-stage companies through pooled investment funds, and updating secondary trading rules with respect to securities that were offered in an exempt offering.

Continue Reading

NFA Issues Notice of Annual Surcharge to Certain Member Firms

Posted in CFTC

On June 20, the National Futures Association (NFA) issued Notice to Members I-19-15 (Notice), announcing the approval of a $1,750 annual surcharge (Surcharge) on certain NFA members, including futures commission merchants for which NFA is the designated self-regulatory organization, introducing brokers, commodity pool operators and commodity trading advisors that are approved as swap firms pursuant to NFA Bylaw 301(l)1. The Commodity Futures Trading Commission recently approved an amendment to NFA Bylaw 1301 that allows for the Surcharge (for additional information regarding the amendment, please refer to the May 24, 2019 edition of Corporate & Financial Weekly Digest). The NFA Board of Directors determined to impose the Surcharge because NFA does not currently assess any fees related to its oversight of the swaps activities of member firms.

Continue Reading

Amendments Published to Ensure EMIR REFIT is Fully Effective in the UK

Posted in EU Developments, Financial Markets

On June 18, 2019, the Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (Amendment) Regulations 2019 (the Regulations) were published on legislation.gov.uk with an explanatory memorandum.

The Regulations make amendments to UK legislation to ensure that the regulation amending the European Market Infrastructure Regulation (EMIR REFIT) is fully effective and enforceable in the United Kingdom. As explained in the explanatory memorandum, the changes introduced by the EMIR REFIT do not require a consultation because it is EU regulation that is directly applicable to the United Kingdom.

The Regulations are available here and their explanatory memorandum is available here.

IOSCO Consults on Regulating Crypto-Asset Trading Platforms

Posted in Digital Assets and Virtual Currencies, Financial Markets

On May 28, the International Organization of Securities Commissions (IOSCO) published a consultation paper on regulating crypto-asset trading platforms (CTPs).

The consultation paper describes issues and risks identified by IOSCO in relation to CTPs. The consultation paper describes key considerations and provides related toolkits that are intended to assist regulatory authorities who may be evaluating CTPs within the context of their regulatory frameworks. The key considerations relate to matters including:

  • Access and on-boarding;
  • Safekeeping of participant assets, including custody arrangements;
  • Identification and management of conflicts of interest;
  • Transparency of operations;
  • Market integrity, including the rules governing trading on the CTP, and how those rules are monitored and enforced;
  • Price discovery mechanisms; and
  • Technology, including resiliency and cyber-security.

In preparing the consultation paper, IOSCO conducted a survey of the regulatory approaches to CTPs that are currently applied or are being considered in member jurisdictions. The consultation paper includes a summary of the findings of the survey.

Comments can be made on the consultation until July 29.

The consultation paper is available here.

NFA Amends Swaps Supervision Requirements and Makes Technical Changes to NFA Rules and Interpretive Notices

Posted in CFTC

On June 12, the National Futures Association (NFA) amended several of its rules and interpretive notices to incorporate expressly supervision requirements for NFA members’ swaps activities. NFA Compliance Rule 2-9(a), as amended, will apply specifically to futures commission merchant (FCM), introducing brokers (IB), commodity pool operator (CPO) and commodity trading advisor (CTA) members. New NFA Compliance Rule 2-9(d) will require swap dealer (SD) members to diligently supervise the swaps activities of their employees and agents. Finally, as part of the overhaul to the supervision requirements, the NFA adopted a new interpretive notice titled, NFA Compliance Rule 2-9(d): Supervision Requirements for Swap Dealer and Major Swap Participant Members.

The amendments and interpretive notice will become effective September 30. A complete copy of the March 8 submission letter detailing the amendments is available here.

FCA Publishes Policy Statement and Final Rules on the Shareholder Rights Directive II and Related Party Transactions

Posted in Financial Markets, UK Developments

On May 31, the UK Financial Conduct Authority (FCA) published its policy statement titled “Proposals to Promote Shareholder Engagement: Feedback to CP19/7 and Final Rules” (PS19/13), which implements aspects of the Shareholder Rights Directive II (SRD II).

PS19/13 follows the FCA’s consultation on its draft rules relating to SRD II. The FCA states that PS19/13 provides additional clarifications to aid asset managers and life insurers in interpreting the policy intent of the new rules. Continue Reading

FCA Confirms Extension of Temporary Permissions Regime to October 30

Posted in Brexit, Financial Markets, UK Developments

On May 24, the UK Financial Conduct Authority (FCA) published a press release confirming that it is extending the deadline for notifications for the temporary permissions regime (TPR) to October 30.

TPR would allow European Economic Area-based firms passporting into the UK to continue new and existing regulated business within the scope of their current permissions in the UK for a limited period, while they seek full FCA authorization. The TPR will go into effect upon Brexit taking effect, if there is no transition period. The TPR deadline had previously been extended from April 11 to May 30 (as reported in the April 19 edition of the Corporate & Financial Weekly Digest). Continue Reading

ESMA Updates AIFMD and UCITS Q&As

Posted in EU Developments, Financial Markets

On June 4, the European Securities and Markets Authority (ESMA) announced that it had published an updated version of each of its questions and answers documents (Q&As) on the application of the Alternative Investment Fund Managers Directive (AIFMD) and the Undertakings for the Collective Investment in Transferable Securities (UCITS) Directive. Continue Reading

EIOPA Consults on Opinion on Sustainability Within Solvency II

Posted in EU Developments, Financial Markets

On June 3, the European Insurance and Occupational Pensions Authority (EIOPA) published a consultation paper on a draft opinion on sustainability within the Solvency II Directive, following a request from the European Commission in August 2018. Continue Reading

ESMA Updates MiFID II Q&As on Transparency Topics

Posted in EU Developments, Financial Markets

On June 3, the European Securities and Markets Authority (ESMA) published an updated version of its questions and answers document (Q&As) on transparency topics under the revised Markets in Financial Instruments Directive (MiFID II) and the Markets in Financial Instruments Regulation (MiFIR). Continue Reading