Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

SEC Releases Updates to Custody Rule Frequently Asked Questions

Posted in Investment Advisers, Investment Companies and Investment Advisers
On June 5, the Securities and Exchange Commission’s Division of Investment Management staff (Staff) updated its “Staff Responses to Questions About the Custody Rule” (Custody Rule FAQs). The Custody Rule FAQs address questions regarding Rule 206(4)-2 of the Investment Advisers Act of 1940, the “Custody Rule.” The update to the Custody Rule FAQs specifically addressed… Continue Reading

SEC Charges 13 Private Fund Advisers for Repeated Form PF Filing Failures

Posted in Investment Advisers, Investment Companies and Investment Advisers
On June 1, the Securities and Exchange Commission announced settlements with 13 registered investment advisers who repeatedly failed to annually file or update reports on Form PF. Form PF is a confidential reporting form required for private fund investment advisers managing $150 million or more of assets. The SEC began requiring that applicable registered investment… Continue Reading

FINRA Proposes Rule Change Regarding ATS Reporting of Transactions to TRACE

Posted in Broker-Dealer
The Financial Industry Regulatory Authority recently filed a proposed rule change with the Securities and Exchange Commission to amend FINRA Rule 6730 regarding transaction reporting. Currently under Rule 6730, US Treasury Securities transactions executed on an alternative trading system (ATS) must be reported to the Transaction Reporting and Compliance Engine (TRACE) by the ATS itself… Continue Reading

Dodd-Frank Legislation Directs SEC to Amend Rule 701 and Regulation A+

Posted in SEC/Corporate
On May 24, President Trump signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act. While the Act primarily serves to relieve smaller financial institutions from the burden of complying with certain requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Act also directs the Securities and Exchange Commission to… Continue Reading

FINRA Proposes Rule Change to FINRA Regulation, Inc. District Committee Structure and Governance

Posted in Broker-Dealer
On May 18, the Financial Industry Regulatory Authority (FINRA) filed a rule change with the Securities and Exchange Commission to amend the by-laws of FINRA Regulation, Inc. (FINRA Regulation)—FINRA’s regulatory subsidiary. The rule change would reorganize FINRA Regulation’s District Committees (Rule Change), converting FINRA Regulation’s District Committees into Regional Committees, which mirror the regions covered… Continue Reading

SEC Division of Trading and Markets Director Gives Remarks Regarding Regulation Best Interest

Posted in Broker-Dealer
On May 22, Brett Redfearn, the Director of the Securities and Exchange Commission’s Division of Trading and Markets spoke at the Financial Industry Regulatory Authority’s Annual Conference regarding the newly proposed Regulation Best Interest. (For a more complete discussion of Regulation Best Interest, please refer to Katten’s “SEC Proposes Fiduciary Rule for Broker-Dealers” advisory, available… Continue Reading

SEC Division of Corporation Finance Issues C&DIs on Proxy Rules and Proxy Statements, Overhauling Telephone Interpretations Manual

Posted in SEC/Corporate
On May 11, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the Staff) issued 45 Compliance and Disclosure Interpretations (C&DIs) that relate to the proxy rules and proxy statements, replacing the Staff’s prior interpretations that were published in the Proxy Rules and Schedule 14A Manual of Publicly Available Telephone… Continue Reading

SEC Guidance Expanding Exclusions for Non-GAAP Information

Posted in SEC/Corporate
The Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DI), expanding its previously issued guidance related to the exemption from Item 10(e)(5) under Regulation S-K and Regulation G for non-GAAP financial information provided to a financial advisor in forecasts for business combination transactions. The previously issued guidance was… Continue Reading

ISS Launches Help Center

Posted in SEC/Corporate
Institutional Shareholder Services Inc. (ISS) recently launched the ISS Help Center, its new online communications portal that will help facilitate inquiries of ISS from investors, companies (issuers) and company advisors, including law firms and proxy solicitors, as well as responses from ISS to such inquiries. The ISS Help Center will provide a framework to submit… Continue Reading

SEC Proposes Best Interest Standard for Broker-Dealers

Posted in Broker-Dealer
On April 18, the Securities and Exchange Commission proposed a new rule under the Securities Exchange Act of 1934, creating a standard of conduct for registered broker-dealers who make recommendations of securities transactions or investment strategies involving securities to a retail customer. The best interest standard requires broker-dealers to act in the best interest of… Continue Reading

Nasdaq Has Proposed a New Rule Change To Modify Its System of Volume-Based Credits

Posted in Broker-Dealer
The Nasdaq Stock Market LLC (Nasdaq) has filed with the Securities and Exchange Commission a proposed rule change to modify the current system of credits Nasdaq offers to members that add liquidity in securities that are listed on exchanges other than Nasdaq or the New York Stock Exchange. In particular, Nasdaq is seeking to modify… Continue Reading

FINRA Proposed a Rule Change With Respect to the Establishment of a Second Trade Reporting Facility

Posted in Broker-Dealer
The Financial Industry Regulatory Authority recently filed a proposed rule change with the Securities and Exchange Commission to adopt rules relating to the creation of a second Trade Reporting Facility (TRF) to be operated in conjunction with Nasdaq, Inc. (Nasdaq”. The second FINRA/Nasdaq TRF (FINRA/Nasdaq TRF Chicago) would provide FINRA members with another facility to… Continue Reading

Delaware State Bar Association Council Releases Proposed Amendments to the Delaware General Corporation Law

Posted in SEC/Corporate
The Corporate Council of the Corporation Law Section of the Delaware State Bar Association released proposed legislation to amend certain provisions of the Delaware General Corporation Law (DGCL). The proposed amendments are primarily technical and attempt to clarify and resolve certain ambiguities and inconsistencies in the DGCL by, among other changes, (1) further align the… Continue Reading

SEC Releases Statement on Platforms Trading Digital Assets

Posted in Broker-Dealer
On March 7, the Securities and Exchange Commission released an advisory regarding platforms used to trade digital assets. The SEC expressed concern that, in light of the rise in popularity of trading digital assets, including coins and tokens in initial coin offerings, investors could mistakenly believe that platforms used to trade such assets are registered… Continue Reading

Supreme Court Limits Scope of Dodd-Frank Whistleblower Protections

Posted in Derivatives, Dodd-Frank Developments, Litigation, SEC/Corporate
On February 21, the US Supreme Court decided Digital Realty Trust, Inc. v. Somers (583 U.S. ____ (2018)), which resolved a circuit split related to whether the anti-retaliation provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, 124 Stat. 1376 (Dodd-Frank) extend to individuals who have not reported a securities law violation to… Continue Reading

SEC Proposes Budget for Fiscal Year 2019

Posted in SEC/Corporate
On February 12, the Securities and Exchange Commission issued a press release announcing its budget request for fiscal year 2019, which represents a 3.5 percent increase over the SEC’s fiscal year 2018 budget request. In its press release, the SEC emphasized that its budget request reflects funding increases for enhancements to their “cybersecurity capabilities, risk… Continue Reading

SEC Approves NYSE Rule to Facilitate Listing Without an IPO

Posted in SEC/Corporate
On February 2, the Securities and Exchange Commissions approved a New York Stock Exchange (NYSE) rule change that facilitates the listing of companies on the NYSE without a prior registration statement under the Securities Exchange Act of 1934 (Exchange Act) in connection with an underwritten initial public offering. As previously discussed in the May 5,… Continue Reading

SEC Announces Examination Priorities for 2018

Posted in Broker-Dealer, SEC/Corporate
The Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission has announced its examination priorities for 2018. This year, the OCIE’s examination priorities fall within the following categories: examining compliance and risks in critical market infrastructures; protecting retail investors, including seniors and those saving for retirement; continuing oversight over the Financial… Continue Reading

SEC Provides Notice of Fixed Income Market Structure Advisory Committee

Posted in Broker-Dealer
The Securities and Exchange Commission Fixed Income Market Structure Advisory Committee recently announced that it will hold a public meeting on Thursday, January 11, 2018, at 9:30 a.m. (EST). The meeting will take place at the SEC headquarters, located at 100 F Street, NE, Washington, DC 20549. The meeting will be webcast on the SEC… Continue Reading