Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

Register for Our 2019 Proxy Season Update Webinar

Posted in SEC/Corporate
Please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Meridian Compensation Partners on Thursday, December 13 at 12:00 p.m. (CT) for a webinar discussion of key developments and trends impacting public companies in the 2019 annual reporting and proxy season. Further details are available here; click here to register.… Continue Reading

SEC Adopts Securities Act Rule 139b To Promote Research Reports on Investment Funds

Posted in Broker-Dealer
On November 30, the Securities and Exchange Commission adopted new Rule 139b under the Securities Act of 1933. Rule 139 currently provides a safe harbor for the publication or distribution of research reports concerning one or more issuers by a broker-dealer participating in a registered offering of a covered issuer’s securities. However, Rule 139’s safe… Continue Reading

Register for Our 2019 Proxy Season Update Webinar

Posted in SEC/Corporate
On Thursday, December 13 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Meridian Compensation Partners for a webinar discussion of key developments and trends impacting public companies in the 2019 annual reporting and proxy season. Further details are available here; click here to register.… Continue Reading

SEC Approves New Supplement to Options Disclosure Document

Posted in Broker-Dealer
On November 9, the Securities and Exchange Commission approved a new supplement (Supplement) to the Characteristics & Risks of Standardized Options, also known as the options disclosure document (ODD), published by the Options Clearing Corporation (OCC). The ODD provides general disclosures regarding the characteristics and risks of exchange traded options. Generally, broker-dealers must provide a… Continue Reading

SEC Amends Rules to Increase Order Handling Disclosure

Posted in Broker-Dealer
On November 2, the Securities and Exchange Commission adopted amendments to Rule 606 of Regulation NMS in order to require broker-dealers to provide certain individualized disclosures to customers with respect to the firm’s handling and execution of orders. This disclosure would only be required upon the request of a customer in connection with certain orders… Continue Reading

SEC Issues Statement on Swap Business Conduct Rules

Posted in Derivatives
On October 31, the Securities and Exchange Commission took an unusual additional step towards implementing its rules for security-based swaps (SBS) by issuing a document entitled “Commission Statement on Certain Provisions of Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants.” The novelty of the Statement is that it amounts to a… Continue Reading

SEC Reopens Comment Period for Unfinished Security-Based Swap Rules

Posted in Derivatives, Dodd-Frank Developments, SEC/Corporate
On October 11, the Securities and Exchange Commission demonstrated renewed interest in completing the regulatory regime for security-based swaps (SBS) by re-opening the comment periods for a number of SBS rules that were previously proposed but never adopted. Specifically, the SEC is requesting further comment on the following proposals:… Continue Reading

California Adopts Law Regarding Female Representation on Boards of Directors of Publicly Held Companies

Posted in SEC/Corporate
On September 30, California Governor Jerry Brown signed into law California Senate Bill 826 (SB 826), which requires a publicly held corporation with shares listed on “a major United States stock exchange” and whose principal executive offices are located in California (as reported on the corporation’s annual report on Form 10-K) (Covered Corporations) to have… Continue Reading

SEC Commissioner Jackson Gives Speech Regarding the State of America’s Stock Exchanges

Posted in Broker-Dealer
On September 19, Commissioner Robert J. Jackson, Jr. of the Securities and Exchange Commission gave a speech related to the state of the SEC’s regulation of the nation’s 13 stock exchanges in light of the transition of the exchanges from not-for-profit entities to for-profit corporations, with both regulatory and profit-seeking mandates, about a decade ago.… Continue Reading

CBOE Proposes Rule Change Relating to Qualification Examinations

Posted in Broker-Dealer
On September 20, the Securities and Exchange Commission approved a rule proposal filed by Cboe Exchange, Inc. (CBOE) related to the registration categories and qualification examinations required for Trading Permit Holders and associated persons that engage in trading activities on CBOE (Proposal). In light of FINRA’s adoption of the Securities Industry Essentials Examination (SIE), which… Continue Reading

SEC Releases Statement on Expiration of Tick Size Pilot

Posted in Broker-Dealer
On September 10, the Securities and Exchange Commission announced the early expiration of its Tick Size Pilot Program. Under the program, the minimum quoting and trading increments (tick sizes) for stocks of certain smaller companies was widened. The program was intended to expire on October 2. However, due to concerns relating to a mid-week shifting… Continue Reading

SEC Adopts Amendments To Simplify and Update Certain Disclosure Requirements

Posted in SEC/Corporate
On August 17, the Securities and Exchange Commission announced the adoption of proposed rule amendments (Amendments) to update and simplify certain disclosure requirements that “have become redundant, duplicative, overlapping, outdated or superseded” in light of (1) US Generally Accepted Accounting Principles (GAAP); (2) International Financial Reporting Standards (IFRS); (3) other SEC disclosure requirements; or (4)… Continue Reading

President Trump Asks SEC To Explore Replacing Quarterly Reporting With Half-Yearly Reporting

Posted in SEC/Corporate
On August 17, President Donald Trump announced via Twitter that, after speaking with “some of the world’s top business leaders” concerning ideas to improve business in the US, he has asked the Securities and Exchange Commission to study the current requirement that publicly traded companies report financial results on a quarterly basis and explore the… Continue Reading

SEC Amends Disclosure Obligations in Municipal Securities Market

Posted in Broker-Dealer
The Securities and Exchange Commission has adopted new disclosure requirements for participants in the municipal securities market. As background, Rule 15c2-12 under the Securities Exchange Act of 1934 requires each broker, dealer and municipal securities dealer that acts as an underwriter in a primary offering of municipal securities with an aggregate principal amount of $1,000,000… Continue Reading

SEC Disapproves Bitcoin Exchange-Traded Products

Posted in Broker-Dealer
The Securities and Exchange Commission, acting through authority delegated to the Division of Trading and Markets (Division), disapproved proposals by the New York Stock Exchange Arca Exchange and the Chicago Board Options Exchange (Cboe) BZX Exchange to list bitcoin exchange-traded products (ETPs) for trading. Both exchanges previously filed proposals to list ETPs that invest in… Continue Reading

SEC Issues Smaller Reporting Company Compliance Guide

Posted in SEC/Corporate
On August 10, the staff of the Securities and Exchange Commission published A Small Entity Compliance Guide for Issuers (the Guide), which summarizes and explains rules adopted by the SEC with respect to the recently amended definition of “smaller reporting company” and the accommodations available to smaller reporting companies. The Guide is one of a… Continue Reading

New Foreign Investment Law Expands CFIUS Jurisdiction

Posted in Antitrust, SEC/Corporate
On August 13, President Trump signed into law the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The new law expands the jurisdiction and powers of the Committee on Foreign Investment in the United States (CFIUS) and will have material implications for investments made in US businesses by foreign investors. Certain provisions of the… Continue Reading

FINRA Publishes Regulatory Notice Regarding ATS Supervision Obligations

Posted in Broker-Dealer
On August 13, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 18-25 to remind Alternative Trading Systems (ATS) to evaluate their supervisory systems to ensure compliance with their supervision obligations, including, without limitation, with respect to business continuity, recordkeeping, Regulation ATS, Regulation NMS, Regulation SHO and the SEC’s Market Access Rule, to the extent… Continue Reading

Delaware Chancery Reiterates Directors’ Right to Access Corporation Information

Posted in SEC/Corporate
In a recently issued letter decision, the Delaware Court of Chancery reiterated the general rule that directors have an unencumbered right to access corporate information (with certain exceptions). The case involves a dispute between two groups of directors—those affiliated with a controlling stockholder, and those that are not. An affiliated director filed a motion to… Continue Reading

SEC Disapproves BZX Proposed Rule Change to List Shares of Bitcoin-Based Exchange-Traded Product

Posted in Broker-Dealer, Digital Assets and Virtual Currencies
On July 26, the Securities and Exchange Commission disapproved a Bats BZX Exchange proposed rule change that would have permitted the listing and trading of shares of the Winklevoss Bitcoin Trust (Trust) on BZX. This is the SEC’s second disapproval of the proposed rule change as it has previously disapproved the exchange’s original proposal in… Continue Reading