Securities Exchange Act of 1934

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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…

On March 22, the Securities and Exchange Commission announced that registered transfer agents and certain other persons would be provided with conditional relief from their regulatory obligations under federal securities laws through May 30, 2020. Among other conditions, persons that wish to avail themselves of the regulatory relief must provide written notice to the SEC…

The Securities and Exchange Commission recently adopted amendments to the definitions of “Accelerated Filer” and “Large Accelerated Filer” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The SEC originally proposed these amendments in May 2019, as summarized in a prior Corporate & Financial Weekly Digest article. As a result of these amendments, a greater number of smaller companies will be excluded from accelerated and large accelerated filer status, which will ease reporting burdens and reduce compliance costs for those companies.
Continue Reading SEC Amends the Definitions of “Accelerated Filer” and “Large Accelerated Filer”

On February 26, Commissioner Hester Peirce of the Securities and Exchange Commission filed a dissent to the SEC’s decision to reject a proposed rule change from NYSE Arca that would have allowed it to list shares of an exchange-traded fund backed by bitcoin and US Treasury bills. In her dissent, Commissioner Peirce argued that the…