On July 18, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 19-24 (Notice), which encourages member firms to continue notifying their Regulatory Coordinators about their digital assets activities. The Notice extends the requested notification period originally set forth in Regulatory Notice 18-20 from July 31, 2019 to July 31, 2020. (For additional information regarding
On July 16, the Financial Industry Regulatory Authority (FINRA) published separate guidance related to the public offering review process (Public Offering Guidance) and private placement filings (Private Placement Guidance). FINRA rules impose a number of obligations on member firms participating in the distribution of shares in a public offering. The Public Offering Guidance outlines, among other items, the use of FINRA’s Public Offering System, the handling of potential conflicts of interest related to a public offering and the types of public offering reviews available from FINRA’s Corporate Financing Department. Similarly, the Private Placement Guidance summarizes FINRA rules related to private placements, including the corresponding filing requirements, and provides guidance with respect to compliance with the rules. Both sets of guidance also include an outline of FINRA’s review process and provide links to additional resources.
On July 12, the Financial Industry Regulatory Authority (FINRA) filed with the Securities and Exchange Commission a proposed rule change (Rule Change) to amend FINRA Rule 7470, which provides certain member firms with an exemption from certain order recording and data transmission requirements. The Rule Change extends for three years FINRA’s ability to exempt certain member firms from the recording and reporting requirements of the Order Audit Trail System Rules for manual orders received by such members. The Rule Change is intended to extend the exemption period such that it more closely syncs with the December 2021 deadline for all broker-dealers that are FINRA members or members of a national securities exchange to report order information to the Consolidated Audit Trail.
On July 8, in response to questions raised by market participants regarding the application of federal securities laws and the Financial Industry Regulatory Authority (FINRA) rules to the custody of digital asset securities and transactions, the staffs of the Division of Trading and Markets (the Division) and FINRA issued a joint statement. The joint statement seeks to articulate and clarify various considerations pertinent to many of the questions raised, particularly with respect to the Securities and Exchange Commission’s Customer Protection Rule applicable to SEC-registered broker-dealers.…
On July 9, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-22 (the Notice) requesting comment on a proposal to publish alternative trading system (ATS) volume data for corporate bonds and agency debt securities, in a format similar to that currently published for equity securities. The published data would include both the total number of transactions and aggregate dollar volume traded for transactions in a particular corporate bond or agency debt security executed within the ATS and reported to FINRA during the aggregation period. The ATS data would be aggregated on a monthly basis and published with a three-month delay. FINRA would not charge for the aggregated ATS fixed income data, which would be published on FINRA’s website.…
On July 11, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-23 (the Notice) to restate and supplement prior guidance regarding the circumstances by which a firm or individual may influence the outcome of an investigation by exhibiting extraordinary cooperation. The Notice incorporates FINRA’s prior guidance and further clarifies how FINRA defines “extraordinary cooperation” and whether a potential respondent’s cooperation rises to such a level, as distinct from the level of cooperation expected of all member firms and their associated persons.…
On June 21, the Securities and Exchange Commission adopted a package of new rules and rule amendments to establish capital, margin and segregation requirements under Title VII of the Dodd-Frank Act.
The new rules address the following areas:
- Capital requirements for security-based swap dealers (SBSDs) and major security-based swap participants (MSBSP), for which there is not a prudential regulator (nonbank SBSDs and MSBSPs).
- Capital requirements for broker-dealers that trade security-based swaps or swaps and are not registered as an SBSD or MSBSP.
- Minimum net capital requirements for broker-dealers that use internal models to compute net capital.
- Margin requirements for nonbank SBSDs and MSBSPs with respect to non-cleared security-based swaps.
- Segregation requirements for SBSDs and stand-alone broker-dealers for cleared and non-cleared security-based swaps.
On June 20, the Financial Industry Regulatory Authority (FINRA) filed with the Securities and Exchange Commission proposed amendments to FINRA Rule 2210 (Communications with the Public) and FINRA Rule 2241 (Research Analysts and Research Reports) required by the Fair Access to Investment Research Act of 2017.
The proposed amendments would eliminate the “quiet period” for…
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.
On June 5, the Securities and Exchange Commission voted to adopt a package of rules and interpretations designed to enhance the quality and transparency of retail investors’ relationships with investment advisers and broker-dealers. Specifically, the SEC approved Regulation Best Interest.…