Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Michael T. Foley

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FINRA Launches Initiative to Simplify Firms’ Digital Experience With FINRA, Facilitating More Efficient and Effective Compliance Programs

Posted in Broker-Dealer
On May 14, the Financial Industry Regulatory Authority (FINRA) announced that it is launching an initiative designed to transform the digital platform used by firms to engage with FINRA across a variety of programs. The Digital Experience Transformation (the “Initiative”) is an effort to integrate and simplify the digital interactions between brokerage firms and FINRA.… Continue Reading

SEC Extends Compliance Date for Regulation NMS Changes

Posted in Broker-Dealer
The Securities and Exchange Commission has extended the compliance dates for amendments to Rule 606 of Regulation National Market System (NMS) that were adopted in November 2018. The amendments to Rule 606 require specific additional disclosures for broker-dealers, including disclosure upon customer request of information relating to a customer’s NMS stock orders submitted on a not… Continue Reading

FINRA Issues Warning on Imposter Website Threat

Posted in Broker-Dealer
The Financial Industry Regulatory Authority (FINRA) has issued a notice warning member firms that there appears to be an increase in imposter websites designed to mimic firms’ actual websites. FINRA suggests that member firms take proactive steps to monitor for imposter websites, including registering URL name variations and using monitoring services to watch for imposter… Continue Reading

CBOE Proposes Amendments to Rule 6.49A to Eliminate On-Floor Position Transfers Procedures

Posted in Broker-Dealer
CBOE Exchange, Inc. (CBOE) recently filed a proposal to amend its Rule 6.49A to delete the provisions therein related to on-floor position transfers and amend the provision regarding presidential exemptions. Generally, CBOE Rule 6.49(a) requires that transactions of option contracts listed on the exchange for a premium in excess of $1.00 to be effected on… Continue Reading

CBOE Proposes Changes to Its Processes and Rules Concerning Investigative and Disciplinary Matters

Posted in Broker-Dealer
CBOE Exchange, Inc. (CBOE) has proposed amendments to Chapter 17 of the CBOE Options Rules regarding investigative and disciplinary matters involving CBOE Trading Permit Holders (TPHs) and their associated persons. In particular, the amendments reflect updates to CBOE’s rules and processes related to: complaints and investigations; expedited proceedings; the issuance of charges (and answers thereto);… Continue Reading

OCIE Issues Risk Alert on Investment Adviser and Broker-Dealer Compliance Issues Related to Regulation S-P

Posted in Broker-Dealer
On April 16, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission issued a Risk Alert providing a list of compliance issues related to Regulation S-P, the primary SEC rule regarding privacy notices and safeguard policies of investment advisers and broker-dealers. The issues proscribed in the Risk Alert were identified… Continue Reading

FINRA Publishes Consolidated Criteria to Designate Firms for Mandatory Participation in FINRA’s Business Continuity/Disaster Recovery Testing

Posted in Broker-Dealer
On April 19, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-15, addressing the criteria used by FINRA to designate member firms that are required to participate in FINRA’s annual business continuity and disaster recovery (BC/DR) testing. As required by Securities and Exchange Commission Regulation Systems Compliance and Integrity (Regulation SCI), FINRA adopted Rule… Continue Reading

FINRA Forms Office of Financial Innovation

Posted in Broker-Dealer
On April 24, the Financial Industry Regulatory Authority (FINRA) announced the formation of the Office of Financial Innovation, which will serve as a central point of coordination for issues related to significant financial innovations by FINRA member firms, particularly new uses of financial technology. The establishment of the Office of Financial Innovation is designed to… Continue Reading

FINRA Releases Report on 2018 Fine Monies

Posted in Broker-Dealer
On April 25, the Financial Industry Regulatory Authority (FINRA) issued a report relating to its use of fine monies collected in 2018. FINRA issued $61.0 million in fines, and incurred $81.1 million in fine-eligible expenditures (i.e., capital initiatives, strategic expenditures and other activities eligible to be funded by fine monies based on FINRA’s Financial Guiding… Continue Reading

FINRA Requests Comment on Proposed Pilot Program to Study Changes to Corporate Bond Block Trade Dissemination

Posted in Broker-Dealer
On April 12, the Financial Industry Regulatory Authority (FINRA) published a regulatory notice (the “Notice”) requesting comment on a proposed pilot program to study proposed changes regarding corporate bond block trade dissemination based upon recommendations by the Fixed Income Market Structure Advisory Committee (FIMSAC) of the Securities and Exchange Commission. The changes are aimed at… Continue Reading

SEC Approves FINRA Rule Change to Permit the Use of Electronic Signatures for Discretionary Accounts

Posted in Broker-Dealer
The Securities and Exchange Commission has approved a proposed rule change to amend Financial Industry Regulatory Authority (FINRA) Rule 4512 (Customer Account Information) (the “Amended Rule”). For discretionary accounts, member firms are currently required to maintain a record of the dated, manual signature of each named, natural person authorized to exercise discretion in such accounts.… Continue Reading

FINRA Proposes Rule Extending the Market-Wide Circuit Breakers in NMS Stocks Pilot Program

Posted in Broker-Dealer
On April 5, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission a proposed rule change to extend the pilot program related to FINRA Rule 6121.02 (Market-wide Circuit Breakers in NMS Stocks), which provides a methodology for determining when to halt trading in all national market system stocks due to extraordinary market… Continue Reading

FINRA Announces Updates of the Interpretations of Financial and Operational Rules

Posted in Broker-Dealer
On April 9, the Financial Industry Regulatory Authority issued Regulatory Notice 19-11 informing member firms that FINRA has updated its Interpretations of Financial and Operational Rules to add a new interpretation related to Rule 15c3-1(c)(2)(viii)(C)/06 of the Securities Exchange Act of 1934 (Open Contractual Commitments). The new interpretation relates to the conditions under which an underwriting… Continue Reading

FINRA Proposes Rule Addressing Regulation NMS and Extraordinary Market Volatility

Posted in Broker-Dealer
On April 11, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission a proposed rule change to adopt FINRA Rules 6190 (Compliance with Regulation NMS Plan to Address Extraordinary Market Volatility) and 6121.01 (Resumption of Trading in Securities Subject to the Regulation NMS Plan to Address Extraordinary Market Volatility), which implement the… Continue Reading

Nasdaq Proposes Rule Change to SEC to Assume Operational Responsibility for Certain Investigation and Enforcement Functions Currently Performed by FINRA

Posted in Broker-Dealer
On April 3, the Securities and Exchange Commission published a notice to solicit comments on Amendment No. 2 to a proposed rule change filed by the Nasdaq Stock Market LLC, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934. The SEC also approved the proposed rule change, as modified by Amendment No. 2,… Continue Reading

SEC Releases Framework for “Investment Contract” Analysis of Digital Assets

Posted in Broker-Dealer, Digital Assets and Virtual Currencies
Recognizing the need for guidance as to the application of US federal securities law for those considering an Initial Coin Offering (ICO), or otherwise engaging in the offer, sale or distribution of a digital asset, the Securities and Exchange Commission released its Framework for “Investment Contract” Analysis of Digital Assets. The Framework represents the views… Continue Reading

SEC Issues TurnKey Jet, Inc. No-Action Letter

Posted in Broker-Dealer, Digital Assets and Virtual Currencies
On April 3, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) responded to TurnKey Jet, Inc.’s (TKJ) letter dated April 2, requesting confirmation that the Division would not recommend enforcement action to the SEC in connection with its offer and sale of tokens without registration under the Securities Act of 1933 and… Continue Reading

FINRA Proposes Data Service for Corporate Bond New Issues

Posted in Broker-Dealer
The Financial Industry Regulatory Authority (FINRA) has filed with the Securities and Exchange Commission a proposed rule change to establish a new issue reference data service for corporate bonds. FINRA currently requires underwriters of initial offerings for corporate bonds to submit information relating to the bonds to FINRA under Rule 6760. This information is limited… Continue Reading

FINRA Issues Guidance on FOCUS Reporting for Operating Leases

Posted in Broker-Dealer
On March 19, the Financial Industry Regulatory Authority, Inc. (FINRA) released Regulatory Notice 19-08 to provide guidance to members for reporting lease assets and liabilities on their FOCUS reports. FINRA’s notice follows an October 2018 No-Action Letter (the No-Action Letter) in which the staff of the Securities and Exchange Commission’s Division of Trading and Markets… Continue Reading

FINRA Reminds Firms of Obligations Under Rule 15c2-11(a)(4)

Posted in Broker-Dealer
On March 20, the Financial Industry Regulatory Authority, Inc. (FINRA) released Regulatory Notice 19-09, which reminds members of their obligations under Securities Exchange Act Rule 15c2-11 and FINRA Rule 6432 (Compliance with the Information Requirements of Rule 15c2-11). Rule 15c2-11 prohibits a broker-dealer from publishing (or submitting for publication) a quotation in an unlisted security… Continue Reading

FINRA Requests Comment on Its Rule on Business Continuity Plans and Emergency Contact Information

Posted in Broker-Dealer
The Financial Industry Regulatory Authority (FINRA) recently released a regulatory notice requesting comment on the effectiveness and efficiency of Rule 4370 (Business Continuity Plans and Emergency Contact Information). The comment period expires April 26. Rule 4370 requires a member firm to create, maintain, annually review and update upon any material change a written business continuity… Continue Reading

SEC Chairman Clayton and Trading and Markets Director Redfearn Call for a Reassessment of Regulation NMS

Posted in Broker-Dealer
On March 8, US Securities and Exchange Commission chairman Jay Clayton and director, Division of Trading and Markets Brett Redfearn gave a speech entitled “Equity Market Structure 2019: Looking Back & Moving Forward.” Chairman Clayton, who noted that their comments were their own and not necessarily those of the SEC or its staff, opined that… Continue Reading

SEC Examines Stock Exchange Pricing

Posted in Broker-Dealer
The US Securities and Exchange Commission has begun looking into whether the current multi-tiered pricing system used by stock exchanges favors large brokers and traders at the expense of small ones. In an effort to increase the volume of trading on an exchange, certain exchange operators (including New York Stock Exchange-owner Intercontinental Exchange Inc., Nasdaq… Continue Reading

FINRA Extends Deadline To Self-Report Violations Under 529 Plan Share Class Initiative

Posted in Broker-Dealer
The Financial Industry Regulatory Authority has extended the deadline for member firms to self-report violations under the 529 Plan Share Class Initiative to April 30. The extension will allow firms to have more time to review their supervisory systems and procedures with respect to their 529 plan transactions. A more detailed discussion of the Plan… Continue Reading