Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

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

SEC Amends the Definition of “Smaller Reporting Company”

Posted in SEC/Corporate
On June 28, the Securities and Exchange Commission announced that it adopted amendments to the definition of “smaller reporting company,” which will allow more companies to take advantage of accommodations such as scaled disclosure. The amendments were adopted generally as proposed on June 27, 2016, with a few significant changes. The proposed amendments were previously… Continue Reading

SEC Approves Amendment to Rule 701 and Issues a Concept Release Regarding Form S-8 and Rule 701

Posted in SEC/Corporate
As previously reported in the Corporate & Financial Weekly Digest edition of June 1, 2018, on May 24, President Trump signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act (the Act), Section 507 of which directs the Securities and Exchange Commission to adopt an amendment to Rule 701 under the Securities Act… Continue Reading

SEC Adopts New Form ATS-N and Amendments to Regulation ATS and Exchange Act Rule 3a1-1 to Enhance Transparency and Oversight of Alternative Trading Systems

Posted in Broker-Dealer
On July 18, the Securities and Exchange Commission adopted new Form ATS-N and amendments to Regulation ATS and Exchange Act Rule 3a1-1. The new requirements are designed to enhance transparency of alternative trading systems (ATSs) that trade stocks listed on a national securities exchange (NMS Stock ATSs) by requiring them to publicly disclose detailed information… Continue Reading

Regulators Publish Changes to the Volcker Rule

Posted in Banking, CFTC, Dodd-Frank Developments
On July 17, the Federal Register published proposed changes to the Volcker Rule that were jointly approved by the Federal Reserve Board, the Commodity Futures Trading Commission, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the Securities and Exchange Commission. As described in greater detail in the June 1,… Continue Reading

CFTC Issues Customer Advisory on Digital Coins and Tokens

Posted in CFTC, Digital Assets and Virtual Currencies
The Commodity Futures Trading Commission has issued an advisory warning customers of the dangers of purchasing digital coins or tokens. Among other things, the advisory warns customers that buying digital coins or tokens for speculative purposes carries significant risk and identifies various factors that could affect the current or longer-term value of a digital coin… Continue Reading

OCIE Issues Risk Alert on Compliance Issues Related to Best Execution by Investment Advisers

Posted in Investment Advisers, Investment Companies and Investment Advisers
On July 11, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission issued a Risk Alert to provide investment advisers and other market participants with information concerning many of the most common deficiencies that OCIE staff has found in recent examinations of investment advisers’ compliance with their best execution obligations… Continue Reading

SEC Sets Agenda for Fixed Income Market Structure Advisory Committee Meeting

Posted in Broker-Dealer
On July 16, the Securities Exchange Commission will host a meeting of the Fixed Income Market Structure Advisory Committee. The agenda includes the following items for discussion: Pre-Trade Transparency Under MiFID II Current State of Pre-Trade Transparency in the US Corporate Bond Market Current State of Pre-Trade Transparency in the US Municipal Securities Market Electronic… Continue Reading