The Securities and Exchange Commission is seeking comments on a Financial Industry Regulatory Authority (FINRA) proposal to adopt a Supplemental Liquidity Schedule (SLS), and instructions thereto, pursuant to FINRA Rule 4524. FINRA Rule 4524 provides in part that each member, as FINRA shall designate, shall file as a supplement to FOCUS Reports such additional financial or operational schedules or reports as FINRA may deem necessary. The proposed SLS, which would be filed as a supplement to the FOCUS Report, would be required to be filed by (1) each carrying member with at least $25 million in free credit balances, as outlined under Securities Exchange Act of 1934 (SEA) Rule 15c3-3(a)(8); and (2) any member with at least $1 billion in aggregate outstanding repurchase agreements, securities loan contracts and bank loans, as reported on their most recent FOCUS Report.
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SEC Division of Investment Management Staff Publishes Public Statement on Funds Registered Under Investment Company Act Investing in Bitcoin Futures Market
On May 11, the Securities Exchange Commission’s (SEC) Division of Investment Management (IM) staff issued a Public Statement (Statement) strongly encouraging any investor interested in investing in mutual funds exposed to the Bitcoin futures market to carefully consider the risks involved with such investments.
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SEC Small Business Capital Formation Advisory Committee to Discuss Opportunities for Underrepresented Founders and Investors
On April 26, the Securities and Exchange Commission announced that its Small Business Capital Formation Advisory Committee (Committee) will meet on Friday, April 30, to discuss solutions to increase access to capital for underrepresented founders and investors from smaller, regional funds. The meeting will include a presentation from the Office of the Advocate for Small…
Alex Oh Resigns From SEC; Melissa Hodgman Named Acting Director of Enforcement
On April 28, the Securities and Exchange Commission announced that Alex Oh resigned her position as Director of the Division of Enforcement. Melissa Hodgman, who had previously served as the Acting Director of the Division of Enforcement prior to Ms. Oh’s appointment, will return to such role.
Gary Gensler Names Initial Senior Staff Members
On April 19, the Securities and Exchange Commission announced the appointments of SEC Chair Gary Gensler’s senior staff, who will be responsible for advising Gensler on matters before the SEC. Prashant Yerramalli, appointed as SEC’s Chief of Staff, will continue to serve the role, which he has held since January under Acting Chair Allison Herren…
Alex Oh Named SEC Director of Enforcement
On April 22, the Securities and Exchange Commission announced the appointment of Alex Oh as Director of the Division of Enforcement. Earlier in her career, Oh was an Assistant US Attorney in the Criminal Division of the US Attorney’s Office for the Southern District of New York, where she was a member of the Securities…
SEC Statements Regarding SPACs Address Warrants and Projections
Following the increase in the number of special purpose acquisition companies (SPACs) and the related business combinations between SPACs and private target businesses (commonly referred to as “de-SPAC” transactions), an increase in regulatory scrutiny, particularly from the Securities and Exchange Commission, is emerging. As discussed below, in the last week the SEC has issued two statements — one related to the accounting treatment of warrants and one related to liability risk — that have attracted considerable attention from SPACs and other stakeholders.
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SEC Approves Amendments to NYSE Shareholder Approval Rules for Certain Equity Issuances and Requirements for Related Party Transactions
Earlier this month, the Securities and Exchange Commission approved amendments (the Amendments) to New York Stock Exchange (NYSE) rules that require listed companies to obtain shareholder approval of certain private placements and equity issuances to “related parties,” as well as requirements related to transactions between a listed company and certain related parties. In particular, the Amendments, which were initially proposed in December 2020 and subsequently modified, modified Sections 312.03, 312.04 and 314.00 of the NYSE Listed Company Manual. According to NYSE, the Amendments to Sections 312.03 and 312.04 are intended to more closely align shareholder approval requirements applicable to NYSE listed companies with comparable requirements for companies listed on Nasdaq or NYSE American and, in doing so, provide greater flexibility to NYSE-listed companies seeking to raise capital. The flexibility provided by such Amendments tracks, in various respects, the flexibility provided through temporary rules adopted by NYSE in response to the COVID-19 pandemic, which are being terminated by the Amendments. The amendments to Section 314.00 clarify the role of the audit committee in approving related party transactions, and expand the scope of transactions to which related party transaction rules apply.
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FINRA Files With the SEC to Extend Time to Announce the Implementation Schedule for FINRA’s Corporate Bond New Issue Reference Data Service
On April 12, the Financial Industry Regulatory Authority (FINRA) filed a proposed rule change with the Securities and Exchange Commission pursuant to Section 19(b)(3) of the Securities Exchange Act of 1934 to extend its time to announce the implementation schedule for FINRA’s corporate bond new issue reference data service.
On January 15, the SEC approved…
SEC Corp Fin Staff Issues Statement on SPAC Transactions
On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement (the Staff Statement) relating to accounting, financial reporting and governance issues for private companies to consider before engaging in a business combination with a special purpose acquisition company (SPAC).
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