On March 27, the EU’s Basel Committee (BC) announced a delay to the introduction of Basel III until January 1, 2023 and a delay to the accompanying transitional arrangements for the output floor until January 1, 2028 (the Announcement). Continue Reading BC Announces Delay to Basel III and Actions in Light of Covid-19 Pandemic
On March 31, the European Securities Markets Authority (ESMA) published a consultation paper on draft implementing technical standards (ITS) under the Regulation on the cross-border distribution of funds (the Consultation Paper). Continue Reading ESMA Publishes Consultation Paper on Draft ITS under Regulation on Cross-Border Distribution of Funds
On April 1, and following a recent consultation, the European Securities Markets Authority (ESMA) published a review report on position limits under MiFID II (the Review Report) and a report on technical advice on weekly position reporting (the Technical Advice Report). Continue Reading ESMA Publishes a Review Report on Position Limits and Management under MiFID II
On March 25, the Securities and Exchange Commission issued an order extending conditional relief (the Modified Order) for reporting and proxy delivery requirements for public company registrants and other filers in the wake of the coronavirus disease 2019 (COVID-19). The Modified Order provides filers with an additional 45 days to make filings pursuant to Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Exchange Act Regulations 13A, 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, that would have been due during the period of March 1-July 1, 2020 (the Relief Period), subject to the conditions discussed below. This relief covers, among others, reports on Form 10-K, 20-F, 10-Q, 8-K and 6-K, as well as Schedules 13G and 13F but, as noted, expressly excludes Schedule 13D filings and also is not available for filings under Section 16 of the Exchange Act (i.e., Forms 3, 4 and 5). Continue Reading SEC Further Extends Filing Deadlines for Companies Impacted by COVID-19
On March 25, the Securities and Exchange Commission issued an Order granting the application by the Financial Information Forum (FIF) and Securities Traders Association (STA) for a temporary exemption from certain requirements of Rule 606 of Regulation NMS under the Securities Exchange Act of 1934, which requires broker-dealers to disclose certain information regarding the handling of their customers’ orders, as a result of COVID-19. The SEC granted the request of FIF and STA that the SEC: 1) delay the date by which broker-dealers must provide the public report of first quarter 2020 data required by Rule 606(a) to May 29, 2020; and 2) extend the date that broker-dealers that outsource routing must begin to collect the monthly customer-specific data for not held NMS stock orders required by Rule 606(b)(3) to June 1, 2020, and extend to July 29, 2020, the date by which broker-dealers must provide the customer-specific report of June 2020 data for customer requests that are made on or before July 17, 2020.
The SEC Order is available here.
On March 24, the Securities and Exchange Commission, on behalf of the staffs of the Division of Corporation Finance, the Division of Investment Management and the Division of Trading and Markets issued an announcement with respect to the authentication document retention requirements of Rule 302(b) of Regulation S-T in light of health, transportation and other logistical issues raised by the spread of COVID-19. Rule 302(b) requires that each signatory manually sign a signature page or other document authenticating his or her signature that appears in typed form within the electronic filing with the SEC. Continue Reading SEC Staff Issues Statement Regarding Authentication Documentation Retention Requirements in Light of COVID-19 Concerns
On March 22, the Securities and Exchange Commission announced that registered transfer agents and certain other persons would be provided with conditional relief from their regulatory obligations under federal securities laws through May 30, 2020. Among other conditions, persons that wish to avail themselves of the regulatory relief must provide written notice to the SEC that such person is taking advantage of the relief, a description of the specific regulatory obligations that the person is unable to comply with, and a statement of reasons explaining why the person is unable to comply with such obligations. However, transfer agents shall continue to be subject to the requirements of Securities Exchange Act of 1934 Rule 17Ad-12, which requires transfer agents to adequately safeguard securities and funds in their possession or custody.
The press release and SEC Order are available here.
On March 19, the Securities and Exchange Commission approved a proposed rule change filed by Cboe Exchange, Inc. (CBOE) related to permissible off-floor position transfers. Generally, CBOE requires a Trading Permit Holder (TPH) to effect transactions in listed options on an exchange. However, certain types of transfers involving TPH positions are permitted to be effected off the exchange. The approved rule change adds four types of additional off-floor transfers: Continue Reading SEC Approves CBOE Proposed Rule Change Regarding Off-Floor Position Transfers
On March 20, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 20-20 regarding recent amendments to FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements), which requires member firms participating in a public offering to file certain documents and information with FINRA regarding the underwriting terms arrangements. Continue Reading FINRA Issues Regulatory Notice Regarding Amendments to its Corporate Financing Rule
In response to the COVID-19 pandemic, the Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued no-action relief to commodity pool operators (CPOs) extending the upcoming filing deadlines for required pool quarterly reports on CFTC Form CPO-PQR, as well as annual reports and periodic account statements provided to pool participants. National Futures Association (NFA) also issued similar relief to CPOs for pool quarterly reporting requirements on NFA Form PQR and to commodity trading advisors (CTAs) for quarterly filings on NFA Form PR. Continue Reading Regulatory Relief Issued for CPOs and CTAs