Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

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

Register for Our 2018 Proxy Season Update Webinar

Posted in SEC/Corporate
On Thursday, December 14 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Strategic Governance Advisors for a webinar discussion of key developments and trends impacting public companies in the 2018 annual reporting and proxy season. Further details are available here; click here to register.… Continue Reading

Register for Our 2018 Proxy Season Update Webinar

Posted in SEC/Corporate
On Thursday, December 14 at 12:00 p.m. (CT), please join Katten Muchin Rosenman LLP, Ernst & Young LLP and Strategic Governance Advisors for a webinar discussion of key developments and trends impacting public companies in the 2018 annual reporting and proxy season. Further details are available here; click here to register.… Continue Reading

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP

Posted in SEC/Corporate
As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had issued Proposed Accounting Standards Update (ASU) No. 2015-310, in which the FASB had proposed to remove its definition of materiality established in Concepts Statement No. (CON) 8, Conceptual Framework for Financial Reporting, in favor of… Continue Reading

SEC Division of Corporation Finance Issues New C&DI on Safeguards for Electronic Delivery of Information under Rule 701

Posted in SEC/Corporate
On November 6, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued Compliance and Disclosure Interpretation (C&DI) 271.25 to address permissible safeguards for protection of Rule 701(e) electronic disclosures. Rule 701 provides an exemption from registration under the Securities Act of 1933 for offers and sales of securities under written compensatory… Continue Reading

ISS and Glass Lewis Release 2018 Proxy Voting Guidelines

Posted in SEC/Corporate
ISS Releases 2018 Proxy Voting Guideline Updates On November 16, the Institutional Shareholder Services (ISS) published its 2017 Proxy Voting Guideline Updates, which will be effective for shareholder meetings held on or after February 1, 2018. The US 2018 updates cover numerous policies, and significant changes are summarized below.… Continue Reading

FINRA Releases a Regulatory Notice That the SEC Approved the CAT Fee Dispute Resolution Process

Posted in Broker-Dealer
On November 15, the Financial Industry Regulatory Authority issued a Regulatory Notice concerning the Securities and Exchange Commission’s approval of SEC Rule 6898 (Consolidated Audit Trail (CAT) Fee Dispute Resolution). The new rule establishes a procedure under which an industry member that disputes a CAT fee must file a written application with the CAT NMS,… Continue Reading

SEC Enforcement Division Issues Report on Priorities and Fiscal Year 2017 Results

Posted in Broker-Dealer
On November 15, the Enforcement Division of the Securities and Exchange Commission issued a report highlighting its 2018 enforcement priorities and its enforcement results for 2017. In the report, the Enforcement Division stated the five core principles that will guide enforcement in 2018: 1) focus on the Main Street investor; 2) focus on individual accountability;… Continue Reading

SEC Staff Publishes New Guidance on Shareholder Proposals

Posted in SEC/Corporate
On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on shareholder proposals in advance of the 2018 proxy season. Specifically, SLB 14I provides guidance on (1) exclusion of shareholder proposals under the “ordinary business” and “economic… Continue Reading

SEC Approves a Longer Period to Review Fees for the Consolidated Audit Trail

Posted in Broker-Dealer
Earlier this year, several exchanges and the Financial Industry Regulatory Authority filed proposed rule changes to adopt industry member fees that would fund the consolidated audit trail (CAT). The proposed rule changes were immediately effective upon filing with the Securities and Exchange Commission. However, on June 30, the SEC temporarily suspended the rules and initiated… Continue Reading

FINRA Releases Notice to Members Addressing “Pay-to-Play” Rule for Capital Acquisition Brokers

Posted in Broker-Dealer
On November 6, the Financial Industry Regulatory Authority (FINRA) released Notice to Members 17-37, which provides information about the Pay-to-Play rule applicable to capital acquisition brokers (CABs). The SEC’s pay-to-play rules prohibit an investment adviser and its covered associates from providing or agreeing to provide payment to any person to solicit a government entity for… Continue Reading