On November 17, the Securities and Exchange Commission adopted amendments to Regulation S-T to permit the use of electronic signatures in executing documents submitted electronically to the SEC through EDGAR.
Continue Reading SEC Adopts Amendments Permitting Use of Electronic Signatures for EDGAR Filings

On November 16, the Financial Industry Regulatory Authority (FINRA) filed with the Securities and Exchange Commission a proposed rule change to (1) adopt FINRA Rule 4111 (Restricted Firm Obligations), which would impose additional conditions on member firms with a history of misconduct; and (2) adopt FINRA Rule 9561 (Procedures for Regulating Activities Under Rule 4111) and amend FINRA Rule 9559 (Hearing Procedures for Expedited Proceedings Under the Rule 9550 Series) to create a new expedited proceeding to implement proposed Rule 4111.
Continue Reading FINRA Files Proposed Rule Change to Address Firms With History of Misconduct

The Financial Industry Regulatory Authority (FINRA) announced that it is conducting a review of firms’ systems and procedures for providing waivers and rebates to customers through Rights of Reinstatement (ROR) on mutual fund purchases.
Continue Reading FINRA Conducts Review of Waiver and Rebate Systems and Procedures with Respect to Mutual Fund ROR Purchases

On October 23, Chairman Jay Clayton of the Securities and Exchange Commission and Chairman Heath P. Tarbert of the Commodity Futures Trading Commission issued a joint letter creating a one-year pilot program to formalize the practices between the Chairmen relating to CFTC orders that implicate the “bad actor” disqualification provisions of Regulations A and D under the Securities Act of 1933 (the SEC Disqualification Rules). Under the SEC Disqualification Rules, individuals or firms are disqualified from relying on certain exemptions from registration for securities offerings if certain triggering events occur, such as certain securities law violations or final orders issued by the CFTC in connection with certain enforcement proceedings.
Continue Reading SEC and CFTC Chairman Issue Joint Letter Regarding CFTC Orders Implicating Regulations A and D

On October 22, the staff of the Division of Trading and Markets of the Securities and Exchange Commission (DTM) issued a no-action letter (the No-Action Letter) to the Financial Industry Regulatory Authority (FINRA) providing time-limited relief for broker-dealers operating fully paid lending programs (FPL Programs) in which they borrow fully paid and excess margin securities from their customers without complying with the requirement that the broker-dealer physically deliver collateral supporting the loan to the customer making the loan. Paragraph (b)(3) of SEC Rule 15c3-3 (the customer protection rule) requires that a broker-dealer that borrows fully paid or excess margin securities from a customer enter an agreement with such customer that requires the broker-dealer to:
Continue Reading SEC Staff Issues No-Action Relief Addressing Customer Protection Rule Violations Despite the Objection of Two Commissioners

On October 15, the Financial Industry Regulatory Authority (FINRA) released an information notice (Notice) providing additional background on authentication techniques for firms to consider as they implement cybersecurity authentication programs.
Continue Reading FINRA Releases Information Notice on Cybersecurity Authentication Methods

On October 20, the National Adjudicatory Council (NAC) of the Financial Industry Regulatory Authority (FINRA) revised the Principal Considerations in Determining Sanctions section of the FINRA Sanction Guidelines to expressly contemplate a customer’s age or physical or mental impairment. In connection therewith, FINRA released Regulatory Notice 20-37.
Continue Reading FINRA Releases Regulatory Notice on Revised NAC Sanction Guidelines

The Securities and Exchange Commission (SEC) has proposed an exemption from broker-dealer registration requirements for certain “finders” who raise capital for issuers in private offerings and receive transaction-based compensation for doing so (i.e., a “success fee”).
Continue Reading SEC Proposes Allowing ‘Finders’ to Raise Capital Without Registering as Broker-Dealers