Securities Exchange Act of 1934

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On July 22, the Securities and Exchange Commission announced the adoption of amendments (the Amendments) to the SEC’s rules governing proxy solicitations that are intended to “facilitate the ability of those who use proxy voting advice — investors and others who vote on investors’ behalf — to make informed voting decisions without imposing undue costs or delays that could adversely affect the timely provision of proxy voting advice.” The Amendments represent a modified version of the amendments the SEC originally proposed in November 2019, which were previously discussed in the November 8, 2019 edition of Corporate & Financial Weekly Digest. …
Continue Reading SEC Adopts Amendments and Issues Guidance Related to Proxy Voting Advice

On June 22, Securities and Exchange Commission Chairman Jay Clayton and Brett Redfearn, the Director of the SEC’s Division of Trading and Markets, spoke together on an SEC-sponsored virtual forum about modernizing the US Equity Market Structure. Chairman Clayton identified the market for thinly traded securities, retail fraud and National Market System (NMS) market data and access as three current targets for SEC initiatives.…
Continue Reading SEC Chairman Speaks on Modernizing US Equity Market Structure

On June 17, the New York Stock Exchange (NYSE) filed with the Securities and Exchange Commission a series of proposed rule changes (Rule Changes) that aim to support the partial return of Designated Market Makers (DMMs) to NYSE’s New York trading floor. For a temporary period that begins on June 17, 2020, and ends on the earlier of a full reopening of the New York trading floor facilities to DMMs or after the NYSE closes on June 30, 2020 (Covered Period), the following Rule Changes would apply:…
Continue Reading NYSE Proposes Rule Changes Regarding the Partial Re-Opening of the Trading Floor

On May 28, the National Futures Association (NFA) submitted to the Commodity Futures Trading Commission (CFTC) proposed amendments to NFA Interpretive Notice 9050 regarding risk disclosure statements for security futures contracts. NFA Compliance Rule 2-30(b) and Interpretive Notice 9050 require NFA Members and Associates, who are registered as brokers or dealers under Section 15(b)(11) of the Securities Exchange Act of 1934, to provide a uniform disclosure statement for security futures products (SFPs) to a customer at or before the time the Member approves the account to trade SFPs. …
Continue Reading NFA Proposes Amendments to Interpretive Notice on Disclosures for Security Futures Contracts

On May 4, the Securities and Exchange Commission’s  Division of Corporation Finance (the Division) issued four frequently asked questions (FAQs) related to the SEC’s conditional relief order (the Order) that was issued in the wake of the Coronavirus Disease 2019 (COVID-19). …
Continue Reading SEC Division of Corporation Finance Issues Four FAQs Addressing the SEC’s Conditional Relief Order

On April 22, the Securities and Exchange Commission’s (SEC) Division of Trading and Markets (Division) published answers to two Frequently Asked Questions concerning the COVID-19 pandemic, as it relates to the broker-dealer financial responsibility rules. …
Continue Reading SEC’s Division of Trading and Markets Publishes FAQs Regarding Broker-Dealer Financial Responsibility Rules in Response to COVID-19

On March 25, the Securities and Exchange Commission issued an order extending conditional relief (the Modified Order) for reporting and proxy delivery requirements for public company registrants and other filers in the wake of the coronavirus disease 2019 (COVID-19). The Modified Order provides filers with an additional 45 days to make filings pursuant to Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Exchange Act Regulations 13A, 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, that would have been due during the period of March 1-July 1, 2020 (the Relief Period), subject to the conditions discussed below. This relief covers, among others, reports on Form 10-K, 20-F, 10-Q, 8-K and 6-K, as well as Schedules 13G and 13F but, as noted, expressly excludes Schedule 13D filings and also is not available for filings under Section 16 of the Exchange Act (i.e., Forms 3, 4 and 5).…
Continue Reading SEC Further Extends Filing Deadlines for Companies Impacted by COVID-19

On March 25, the Securities and Exchange Commission issued an Order granting the application by the Financial Information Forum (FIF) and Securities Traders Association (STA) for a temporary exemption from certain requirements of Rule 606 of Regulation NMS under the Securities Exchange Act of 1934, which requires broker-dealers to disclose certain information regarding the handling…