On September 26, the Securities and Exchange Commission adopted a new rule to allow all issuers, not just emerging growth companies, to utilize “test-the-waters” communications in connection with an initial public offering or other securities offering.

The rule implements the proposal put forth by the SEC in February 2019, discussed in the March 1, 2019 edition of Corporate & Financial Weekly Digest. Continue Reading New SEC Rule Expands “Test-the-Waters” to All Issuers

The Council of Institutional Investors (CII), an investor advocacy association primarily for pension funds and local governments, has put forth a proposal to amend the Delaware General Corporation Law to limit the ability of publicly-traded Delaware corporations to maintain multi-class common stock voting structures (i.e., high-vote/low-vote stock structures). Continue Reading Institutional Investor Advocacy Group Proposes Limits to Multi-Class Voting by Delaware Companies

On September 19, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-31 (Notice) addressing disclosure innovations in advertising and other communications with the public. The Notice responds specifically to questions that FINRA has received from member firms about how they can comply with FINRA rules when communicating with their customers. FINRA’s goal in issuing the Notice is to help facilitate simplified and more effective disclosures. Continue Reading FINRA Issues Regulatory Notice on Disclosure Innovations for Advertisements and Other Public Communications

On September 25, the Joint Money Laundering Steering Group (JMLSG) announced on its website that HM Treasury has approved revisions to three chapters in Part II of the JMLSG’s anti-money laundering and counter-terrorist financing sectoral guidance.

The amended guidance relates to credit unions (section 4), asset finance (section 12) and brokerage services to funds (sector 20).

The announcement is available here.

On September 19, the UK Financial Conduct Authority (FCA) published its findings from its review of unbundling of third-party research under the revised Markets in Financial Instruments Directive (MiFID II). Continue Reading FCA Publishes Findings From Review of MiFID II Research Unbundling Rules

On September 26, the UK Financial Conduct Authority (FCA) published updated draft directions under its Temporary Transitional Power (TTP). The TTP is designed to give the FCA flexibility in applying post-Brexit requirements to firms that are transitioning to the new UK regulatory framework following the UK’s departure from the EU. The draft directions would only come into effect on exit day if the UK leaves the EU without an implementation period. Continue Reading FCA Updates Directions Under the Temporary Transitional Power

On September 19, the Securities and Exchange Commission adopted a package of new final rules and rule amendments dealing with recordkeeping and reporting requirements for security-based swap dealers (SBS dealers). In general, the SEC is requiring SBS dealers to create and maintain records with respect to security based-swaps in a manner consistent with current recordkeeping and record retention rules that apply to broker-dealers. The SEC is, however, providing alternate compliance mechanisms that will allow an SBS dealer that also is a swap dealer but is not a broker-dealer to comply with Commodity Futures Trading Commission (CFTC) rules instead and will allow a non-US SBS dealer to request permission to comply with its home country rules. Continue Reading SEC Issues Security-Based Swap Recordkeeping and Reporting Rules

On September 17, the directors of the Federal Deposit Insurance Corporation (FDIC) approved a joint notice of proposed rulemaking (NPR) with respect to the prudential regulator margin rules for non-cleared swaps. The joint form of the NPR indicates that the other prudential swap regulators (the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Farm Credit Administration and the Federal Housing Finance Agency) will all be approving the same NPR in the near future. Continue Reading FDIC Proposes Amendments to Prudential Regulator Swap Margin Rules

On September 9, the Market Risk Advisory Committee of the Commodity Futures Trading Commission (CFTC) approved some “plain” English disclosures concerning the risks of executing new derivative transactions involving interbank offered rates (IBORs) that will be replaced by new benchmark rates in the relatively near future. The disclosures, which are not mandatory, are intended as “helpful examples” of the information that market participants should share, as appropriate, with all clients and counterparties with whom they continue to transact derivatives referencing London Interbank Offered Rate (LIBOR) and other IBORs. They are drafted for use on a transaction-by-transaction basis, but alternatively can be delivered as part of general risk disclosures. The disclosures will be submitted to the CFTC for consideration. Continue Reading CFTC Market Risk Advisory Committee Approves Plain English IBOR Risk Disclosures