Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

SEC Chairman Clayton and Trading and Markets Director Redfearn Call for a Reassessment of Regulation NMS

Posted in Broker-Dealer
On March 8, US Securities and Exchange Commission chairman Jay Clayton and director, Division of Trading and Markets Brett Redfearn gave a speech entitled “Equity Market Structure 2019: Looking Back & Moving Forward.” Chairman Clayton, who noted that their comments were their own and not necessarily those of the SEC or its staff, opined that… Continue Reading

SEC Examines Stock Exchange Pricing

Posted in Broker-Dealer
The US Securities and Exchange Commission has begun looking into whether the current multi-tiered pricing system used by stock exchanges favors large brokers and traders at the expense of small ones. In an effort to increase the volume of trading on an exchange, certain exchange operators (including New York Stock Exchange-owner Intercontinental Exchange Inc., Nasdaq… Continue Reading

SEC Proposes To Expand “Test-the-Waters” Reforms to All Issuers

Posted in SEC/Corporate
On February 19, the Securities and Exchange Commission proposed Rule 163B under the Securities Act of 1933, which would permit any issuer, and any underwriter or other person acting on an issuer’s behalf, to communicate with qualified institutional buyers (QIBs) and institutional accredited investors (IAIs) regarding a potential public offering prior to or following the… Continue Reading

SEC Issues C&DI on Disclosure of Self-Identified Director Diversity Characteristics

Posted in SEC/Corporate
On February 6, the staff of the Division of Corporation Finance of the Securities and Exchange Commission released two identical Compliance and Disclosure Interpretations (C&DIs). These C&DIs provide guidance on disclosure required under Items 401 and 407 of Regulation S-K in circumstances where a director or board nominee self-identifies specific diversity characteristics, such as race,… Continue Reading

SEC and New Jersey US Attorney’s Office Bring Parallel Charges in EDGAR Hacking Scheme

Posted in Broker-Dealer
On January 15, the Securities and Exchange Commission announced charges against nine defendants, alleging their participation in a previously disclosed scheme to hack into the SEC’s EDGAR system and extract nonpublic information to use for illegal trading. The SEC charged a Ukrainian hacker, six individual traders in California, Ukraine and Russia, and two entities. In… Continue Reading

SEC Adopts Final Rules for Disclosure of Hedging Policies

Posted in SEC/Corporate
The Securities and Exchange Commission recently announced that it had at last adopted final rules to implement Section 14(j) (Disclosure of Hedging by Employees and Directors) of the Securities Exchange Act of 1934, which was enacted in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act. New Item 407(i) of Regulation S-K will… Continue Reading

SEC Announces Examination Priorities for 2019

Posted in Broker-Dealer
On December 20, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission announced its 2019 examination priorities. This year, OCIE’s examination priorities are divided into six categories: examining compliance and risk in registrants responsible for critical market infrastructure; protecting retail investors, including seniors and those saving for retirement; continuing oversight… Continue Reading

FINRA Files Proposed Rule Change Regarding Arbitration Subpoenas, Orders of Appearance of Witnesses and Production of Documents

Posted in Broker-Dealer
On December 20, the Financial Industry Regulatory Authority filed a proposed rule change with the Securities and Exchange Commission to amend various FINRA Code of Arbitration Procedure Rules that govern objections in arbitration proceedings to subpoenas, orders of appearance of witnesses and production of documents by non-parties. Since non-parties to a FINRA arbitration do not… Continue Reading

SEC Adopts Transaction Fee Pilot for NMS Stocks

Posted in Broker-Dealer
On December 19, the US Securities and Exchange Commission announced that it had voted to conduct a Transaction Fee Pilot in national market system (NMS) stocks, following a recommendation from the Equity Market Structure Advisory Committee. The SEC is initiating the Pilot to study the effects of exchange transaction fee and rebate pricing models on… Continue Reading

SEC Proposes Risk Mitigation Rules for Uncleared Security-Based Swaps

Posted in Derivatives
On December 19, the US Securities and Exchange Commission voted to issue proposed rules that would require the mandatory use of certain risk mitigation techniques by security-based swap dealers and major security-based swap participants (collectively, SBS Entities). Under the proposed rules, SBS Entities will be required to: Reconcile outstanding security-based swaps with applicable counterparties on… Continue Reading

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