Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Structured Thoughts: News for the financial services community, Volume 7, Issue 5

Electronic Structured Product Systems and FINRA’s Robo-Advisor Report - In a prior issue of this publication, we wrote about electronic structured note issuance platforms, and how these might be affected by U.S....more

5/2/2016 - Broker-Dealer ESMA Financial Adviser FINRA OCC Regulation S-K Retail Investors SEC

New Executive Compensation Rule At-A-Glance

On April 21, 2016, the National Credit Union Administration approved a proposed rule on incentive compensation under Section 956 of the Dodd-Frank Act. The other appropriate Federal regulators, as defined in Section 956, are...more

4/26/2016 - Covered Entities Dodd-Frank ERISA Executive Compensation NCUA

A Lofty Concept: Disclosure Effectiveness

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more

4/19/2016 - Corporate Governance Disclosure Requirements IPO JOBS Act SEC

House Financial Services Hearing on Capital Formation Bills

On Thursday, April 14th, the House Financial Services Subcommittee on Capital Markets and GSEs held a hearing at 10 am titled, The JOBS Act at Four: Examining its Impact and Proposals to Further Enhance Capital Formation. The...more

4/18/2016 - Capital Formation Crowdfunding Financial Services Committee JOBS Act Private Placements

SEC Approves Regulation S-K Concept Release

On April 13, 2016, the SEC voted in favor of a concept release on Regulation S-K. In her opening remarks, Chair White noted that the disclosure regime is central to the SEC’s mission of fostering transparency and promoting...more

4/13/2016 - Disclosure Requirements Regulation S-K SEC

NASAA Request for Comment on Statements of Policy

For offerings that require state securities registration and review, clients often are concerned about the merit regulation standards. Certain of NASAA’s Statements of Policy, for example, may pose significant issues. From...more

4/8/2016 - NASAA Public Comment Public Offerings Regulation A

DOL Releases Final Fiduciary Duty Rule

Today, the US Department of Labor released the final fiduciary duty rule.  The DOL has posted the rule text and the text of the exemptions on its site.  Here are links directly to the text of the rules and exemptions...more

4/7/2016 - Best Interest Contract Exemptions DOL ERISA Fiduciary Duty Final Rules Investment Adviser Retirement Plan

FinCEN Proposes to Amend Definition of Broker-Dealer in Securities to Include Funding Portals

The Financial Crimes Enforcement Network (FinCEN) proposed to amend the Bank Secrecy Act’s (BSA) definition of “Broker or Dealer in Securities” to include funding portals in order to ensure that funding portals implement...more

4/5/2016 - Bank Secrecy Act Broker-Dealer FinCEN Funding Portal SAR Terrorism Funding

Chair White Addresses Pre-IPO Private Placements and Staying Private Longer

Speaking at Stanford, Chair White addressed a broad range of issues affecting the technology sector, including the decision on the part of many privately held companies to defer their IPOs, to rely on exempt offerings to...more

4/1/2016 - Capital Raising Initial Public Offerings Mary Jo White Private Placements Privately Held Corporations Rule 10b-5 SEC Secondary Markets

Structured Thoughts: News for the financial services community, Volume 7, Issue 4

Structured Product Sales at Bank Branches: Networking- Arrangement Rules - Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint. ...more

4/1/2016 - Banks Broker-Dealer Financial Services Industry FINRA High-Yield Markets SEC Structured Financial Products

Capital Formation Legislative Update

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

3/28/2016 - Capital Formation Crowdfunding Legislative Agendas Regulation A Regulation D Rule 156 Rule 506 Offerings S-Corporation SEC Shareholders

Maloney Introduces Board Gender Diversity Bill

Congresswoman Carolyn Maloney introduced HR 4718, which would require that the SEC establish a Gender Diversity Advisory Group. The Group would be responsible for studying and making recommendations to the Commission on...more

3/14/2016 - Board of Directors Diversity Gender Equity Proposed Legislation Publicly-Traded Companies SEC Securities Exchange Act

Board Diversity

A group of Democratic Congressmen wrote to Chair White urging the Securities and Exchange Commission to take action to consider additional disclosure requirements...more

3/8/2016 - Board of Directors Diversity SEC

The Decline of the Small IPO

A recent journal article by Prof. Robert Bartlett, III, Prof. Paul Rose, and Prof. Steven Davidoff Solomon (What Happened in 1998? The Demise of the Small IPO and the Investing Preferences of Mutual Funds) suggests that the...more

3/8/2016 - Initial Public Offerings Investment Banks Mutual Funds Small Business

Funding Portal Small Entity Compliance Guide

The staff of the Securities and Exchange Commission recently posted an updated “small entity compliance guide” that summarizes and explains the rules adopted by the SEC that implement a regulatory framework for intermediaries...more

3/7/2016 - Broker-Dealer Crowdfunding Funding Portal JOBS Act New Guidance SEC Small Business

Structured Thoughts: News for the financial services community, Volume 7, Issue 3

Structured Product Sales at Bank Branches: Networking- Arrangement Rules - Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint....more

3/3/2016 - Broker-Dealer Corporate Communications FINRA High-Yield Markets Investors Recruitment Policies SEC Structured Financial Products

New Nasdaq Staff FAQ on the 20% Rule

Recently, the Staff posted this FAQ and response relating to the issuance by Nasdaq-listed companies of warrants with cashless exercise features. See below: FAQ – Do Nasdaq’s listing rules limit or restrict the issuance of...more

3/1/2016 - 20% Rule Listing Standards Nasdaq Securities

House Financial Services Committee Mark-Up

On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation...more

3/1/2016 - Angel Investors EGCs Emerging Growth Companies Financial Services Committee Offerings Proposed Legislation Regulation A Sarbanes-Oxley Startups

The “20% Rule” and Shareholder Vote Issues

Recently, as we blogged about, the Nasdaq Listing and Hearing Review Council published a solicitation in which it sought comment regarding the Nasdaq Stock Market, Inc.’s shareholder approval rules....more

2/29/2016 - 20% Rule Capital Formation Nasdaq Public Comment Shareholder Approval

SEC’s Advisory Committee Meeting

In connection with today’s meeting of the SEC’s Advisory Committee on Smaller and Emerging Companies, Chair White made introductory remarks.  Chair White touched on a number of the initiatives that the Advisory Committee had...more

2/25/2016 - Accredited Investors Emerging Growth Companies Mary Jo White Regulation A SEC SEC Advisory Committee

SEC Advisory Committee on Small and Emerging Companies

The SEC announced the agenda for the first meeting of the reconstituted Advisory Committee. The Committee will meet on February 26th beginning at 9.30am....more

2/23/2016 - Advisory Committee Capital Formation Emerging Growth Companies Offerings SEC Small Business

SEC Speaks Commentary

Chair White delivered opening remarks at today’s Practising Law Institute SEC Speaks program. During Chair White’s remarks, she commented on the Commission’s rulemakings in 2015 and provided some insight on the Commission’s...more

2/22/2016 - Fixing America’s Surface Transportation Act (FAST Act) Mary Jo White Private Placements Regulation D Regulation S-K Rule 147 Rule 504 SEC

Structured Thoughts: News for the financial services community, Volume 7, Issue 2

Is There a Standard Form of Rule 144A Representation Letter? - My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why. I would have hoped that by now there would be just one great...more

2/12/2016 - Banking Sector Broker-Dealer Corporate Issuers Disclosure Requirements ERISA Federal Reserve FINRA Institutional Investors IRS Market Basket Regulation S-K Representations and Warranties Rule 144A Rule 15a-6 SEC Structured Finance Structured Financial Products TLAC

A Conversation with Chair White

Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session. We have highlighted below commentary on topics of interest to our readers....more

2/9/2016 - Accredited Investors Disclosure Requirements Mary Jo White Private Placements Rule 506(c) SEC Secondary Markets

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S....more

2/3/2016 - Certiorari ConAgra Dividends FIRPTA Foreign Currency Income Taxes IRS Market Basket Political Candidates Protecting Americans from Tax Hikes (PATH) Act REIT RICs SCOTUS Tax Court Tax Refunds Withholding Tax

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