On December 18, the Securities and Exchange Commission voted to propose amendments (the Proposal) to the definition of “accredited investor” for purposes of private placements under Regulation D and the definition of “qualified institutional buyer” in Rule 144A under the Securities Act of 1933. The Proposal is intended to update and improve the definitions of those terms in order to more effectively identify both institutional and individual investors with the sophistication to participate in private capital markets transactions. In the SEC’s press release announcing the Proposal, SEC Chairman Jay Clayton noted that, “The current test for individual accredited investor status takes a binary approach to who does and does not qualify based only [on] a person’s income or net worth. Modernization of this approach is long overdue.” As highlighted in the fact sheet included in the press release, the Proposal would, among other things:
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The Financial Industry Regulatory Authority (FINRA) previously announced an expansion to its ongoing transparency initiative for the over-the-counter (OTC) equity market. This expansion entails FINRA publishing new data about OTC trading volume occurring outside of alternative trading systems (ATSs).

As of December 2, FINRA began publishing the following types of data: 1) monthly aggregate block-size trading data for OTC trades in National Market System (NMS) stocks executed outside an ATS, on a one-month delayed basis; and 2) aggregate non-ATS volume for each member firm (by eliminating the de minimis exception for member firms executing fewer than, on average, 200 non-ATS transactions per day during an applicable reporting period).
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On October 16, the Financial Industry Regulatory Authority (FINRA) published its 2019 Report on Examination Findings and Observations (Report). Unlike previous years, the Report delineates between examination “findings” and examination “observations.” “Findings” describe violations of a rule or regulation, whereas “observations” refer to suggestions regarding how firms can improve controls and mitigate risk. The annual Report summarizes various findings and observations from recent examinations of its member firms on a range of topics, including the following:
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On October 18, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-34 (Notice) regarding the annual compliance meeting (ACM) requirement in Rule 3110(a)(7) and corresponding Supplementary Material .04 (SM .04). The rule requires each registered representative and registered principal to participate, at least once per year, in an interview or meeting at which compliance

On October 17, the Securities and Exchange Commission approved a rule proposal filed by Cboe Exchange, Inc. (CBOE) allowing the off-floor transfers of options positions by Trading Permit Holders (TPHs) under a new circumstance.

Under proposed Rule 6.9, positions in options listed on CBOE would be permitted to be transferred outside CBOE by a TPH in connection with transactions to purchase or redeem creation units of exchange-traded fund (ETF) shares between an “authorized participant” and the issuer of such ETF shares.
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On October 21, the Securities and Exchange Commission (SEC) issued an Order Instituting Proceedings (the Order) to determine whether to approve a proposed rule change filed by Cboe Exchange, Inc. (CBOE) regarding off-floor position transfers.

Generally, CBOE requires a Trading Permit Holder (TPH) to effect transactions in listed options on an exchange.
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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).
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