On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14K (SLB). The SLB provides new guidance regarding the Staff’s views as to when registrants may properly exclude, pursuant to Rule 14a-8(i)(7) of the Securities Exchange Act of 1934, as amended, shareholder proposals under the “ordinary business” exception. Continue Reading SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion

On October 11, the leaders of the Commodity Futures Trading Commission (CFTC), the Financial Crimes Enforcement Network (FinCEN), and the Securities and Exchange Commission (collectively, the Agencies) issued a joint statement reminding persons engaged in activities involving digital assets of their anti-money laundering (AML) and countering the financing of terrorism (CFT) obligations under the Bank Secrecy Act of 1970 (BSA). Continue Reading CFTC, FinCEN, and SEC Issue Joint Statement on Activities Involving Digital Assets

On October 9, the Securities and Exchange Commission announced the formation of its Asset Management Advisory Committee.

The committee will provide the SEC with diverse perspectives on asset management and related advice and recommendations. Topics the committee may address include trends and developments affecting investors and market participants, the effects of globalization, and changes in the role of technology and service providers. Continue Reading SEC Announces the Formation of Asset Management Advisory Committee

On October 16, the Commodity Futures Trading Commission (CFTC) unanimously extended the compliance schedule for initial margin requirements for uncleared swaps for entities with average aggregate notional amounts in material swaps exposure of $8 – $50 billion until September 1, 2021. Entities with more than $50 billion of such exposure are still subject to the September 1, 2020 compliance date.

In addition, the CFTC also voted to exclude the European Stability Mechanism from the definition of “financial end user” for purposes of margin requirements for swap dealers and major swap participants. This result is consistent with existing no-action relief.

The CFTC press release, with lists to the relevant Federal Register releases, is available here.

On October 14, the Financial Conduct Authority (FCA) published new and updated change of control webpages, including a new page on preparing change of control notifications, and a new page with links to the forms required to submit a notification for a change of control.

The FCA noted that firms sometimes submit a business plan along with their change of control notification, and the new webpages also include a business plan template with the FCA’s guidance on areas where it believes such business plans should be more detailed. Continue Reading FCA Updates Change of Control Webpages

On October 1, the Securities and Exchange Commission proposed an amendment to Regulation NMS that would rescind a rule exception that allows a national market system plan (NMS Plan) amendment to be effective upon filing if it establishes or changes a fee or other charge (Proposal). Continue Reading SEC Proposes to Require Proposed NMS Plan Fee Amendments to Follow Public Notice, Comment and Approval Procedure

On October 8, the Financial Industry Regulatory Authority (FINRA) announced the availability of new resources to assist member forms to comply with the Securities Exchange Commission’s Regulation Best Interest (Reg BI) and Form CRS by the June 30, 2020 compliance deadline. Reg BI establishes a “best interest” standard of conduct for broker-dealers and associated persons when making recommendations to a retail customer in connection with a securities transaction or investment strategy involving securities. In addition to the Reg BI requirements, the SEC also adopted a new rule to require broker-dealers and investment advisers to provide retail investors with a brief relationship summary known as the Form CRS.

Continue Reading FINRA Provides Member Firms with New Reg BI and Form CRS Resources

On October 8, the National Futures Association (NFA) issued Notice I-19-19 announcing the effective date of the updated Interpretive Notice Compliance Rule 2-9: Supervision of Branch Offices and Guaranteed IBs, which establishes minimum requirements that member firms should implement to supervise their branch offices and guaranteed introducing brokers’ (IB) compliance with certain regulatory requirements. The updated Interpretive Notice is effective January 1, 2020, although NFA members may act in reliance on the guidance immediately.

Continue Reading NFA Announces Effective Date for Supervision of Branch Offices and Guaranteed IBs

On October 9, the Internal Revenue Service (IRS) proposed regulations to eliminate tax issues that might otherwise arise due to the modification of instruments and transactions as a result of discontinuation of interbank offered rates (IBORs) used in debt instruments and non-debt contracts (such as derivatives). Under current rules, material alteration of the terms of instruments and contracts can result in tax events, including the realization of gain or loss for income tax purposes.

Continue Reading Proposed IRS Regulations on Modifications of Debt Instruments and Swaps to Replace LIBOR