Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

CFTC Divisions Announce 2019 Examination Policies

Posted in CFTC, Derivatives

On February 12, the Commodity Futures Trading Commission announced 2019 Examination Priorities (the “Examination Priorities”) for registrants of the Division of Market Oversight (DMO), Division of Swap Dealer and Intermediary Oversight (DSIO), and Division of Clearing & Risk (DCR). This marks the first time that the agency has published Examination Priorities for its divisions. Continue Reading

CFTC Requests Public Comment on a Rule Amendment Certification Filing by ICE Futures U.S.

Posted in CFTC

The Commodity Futures Trading Commission is requesting public comment on a rule amendment certification filing by ICE Futures U.S., Inc. (IFUS). As described in the certification, the proposed amendment to IFUS Rule 4.26 would allow for the implementation of Passive Order Protection (POP) Functionality, which is intended to reduce latency advantages between traders engaged in arbitrage strategies against related markets. The POP Functionality proposed by the certification would be implemented in the daily gold and silver futures markets. Continue Reading

FCA Publishes Policy Statement on Further Asset Management Market Study Remedies

Posted in Financial Markets, UK Developments

On February 4, the UK Financial Conduct Authority (FCA) published a Policy Statement on further remedies to promote competition in the asset management sector, following its asset management market study (AMMS) (see the June 30, 2017 edition of Corporate & Financial Weekly Digest for further details on the FCA’s Final Report on AMMS). Continue Reading

ESAs Publish Final Report on Amendments to the PRIIPs Key Information Document

Posted in EU Developments, Financial Markets

On February 8, the Joint Committee of European Supervisory Authorities (ESAs) published a final report on proposed amendments to Commission Delegated Regulation (EU) 2017/653 (Delegated Regulation) on key information documents (KIDs) for packaged retail and insurance-based investment produces (PRIIPs). Continue Reading

ESMA Publishes List of Thresholds Below Which an EU Prospectus Is Not Required

Posted in EU Developments, Financial Markets

On February 8, the European Securities and Markets Authority (ESMA) published a document listing the thresholds relating to the value of an offering of securities to the public below which such an offer does not require a prospectus to be prepared in accordance with Regulation (EU) 2017/1129 (Prospectus Regulation). Continue Reading

SEC Issues C&DI on Disclosure of Self-Identified Director Diversity Characteristics

Posted in SEC/Corporate

On February 6, the staff of the Division of Corporation Finance of the Securities and Exchange Commission released two identical Compliance and Disclosure Interpretations (C&DIs). These C&DIs provide guidance on disclosure required under Items 401 and 407 of Regulation S-K in circumstances where a director or board nominee self-identifies specific diversity characteristics, such as race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background. Item 401(e) requires that companies disclose the “specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director.” Item 407 requires that companies describe how its board (or nominating committee) implements policies that it follows, if any, with regard to the consideration of diversity in identifying director nominees.

In C&DIs 116.11 and 133.13, the staff stated that, to the extent the board or nominating committee considered any such self-identified diversity characteristics of a director in its evaluation of the specific qualifications and attributes applicable to the director’s service on the board, they would expect the company to identify those characteristics in its Item 401 disclosure and describe how they were considered. They also indicated that they expect that any description of diversity policies followed by the company, as required by Item 407, would include a discussion of how the company considers the self-identified diversity attributes of nominees.

The full text of the staff’s new C&DIs are available here and here

UK Guide to Post-Brexit Financial Sanctions Published

Posted in Brexit, EU Developments, Financial Markets

On February 1, HM Treasury and the UK Office of Financial Sanctions Implementation (OFSI) published guidance on financial sanctions in preparation for the United Kingdom’s exit from the European Union on March 29 (Exit Day) on the basis of no agreement on transitional arrangements being in place with the EU (no-deal Brexit).

The guidance will only go into effect when statutory instruments (SIs) under the Sanctions and Anti-Money Laundering Act 2018 transfer existing EU sanctions into UK law. The SIs will, in turn, only go into effect on Exit Day if there is a no-deal Brexit. The guidance is designed to ensure that sanctions continue to apply without interruption when the United Kingdom leaves the European Union.

The guidance is available here.


Agreement Reached on EMIR Refit Regulation

Posted in EU Developments, Financial Markets

On February 5, the Council of the European Union and the European Parliament announced a preliminary agreement on a proposal for a Regulation to amend the European Market Infrastructure Regulation (EMIR Refit). The proposal aims to improve the existing regulatory framework applying to the over-the-counter (OTC) derivative market. Continue Reading

BoE and ESMA Agree No-Deal MoUs on Recognition of UK CCPs and CSDs

Posted in Brexit, EU Developments, Financial Markets

On February 4, the European Securities and Markets Authority (ESMA) and the Bank of England announced that they have agreed on Memorandums of Understanding (MoUs) surrounding the cooperation and information-sharing arrangements with respect to UK-based central counterparties (CCPs) and central securities depositories (CSDs) in the event of the United Kingdom’s exit from the European Union on March 29 (Exit Day) without an agreement on transitional arrangements being in place with the EU (no-deal Brexit).

Continue Reading

ESMA Updates MiFIR Data Reporting Q&As

Posted in EU Developments, Financial Markets

On February 4, the European Securities and Markets Authority (ESMA) published an updated version of its questions and answers document (Q&As) on data reporting under the Markets in Financial Instruments Regulation (MiFIR).

The updated Q&A includes four new questions that cover reporting the legal entity identifier (LEI) of issuers to the financial instruments reference database system (FIRDS) where an issuer has a branch with an LEI, as well as how to report maturity, expiry and termination dates to FIRDS.

The update also includes an amendment to an existing question that provides further clarity on the use of the trading venue transaction identification code when reporting transactions on complex trades.

The updated Q&A is available here.