Daniel A. Nathan

Daniel A. Nathan

Morrison & Foerster LLP

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Additional Fees on Securities Transactions – FINRA Sees No Justification

In an area of broker-dealer practices with relatively little guidance—the appropriate level of commissions or mark ups on securities trades—FINRA recently brought another in a series of cases that provides insight into the...more

7/30/2014 - Broker-Dealer Disclosure Requirements FINRA NASD Sales Commissions Securities Stock Trades Transaction Fees

VA Switches: FINRA Disciplinary Action Reminds Firms About the Need for Adequate Supervisory Procedures

In a case involving unsuitable variable annuity (VA) transactions, FINRA found that having good procedures and discovering improper conduct are not enough. A member firm must also ensure that it has adequate supervisory...more

7/29/2014 - Annuities Brokers FINRA Variable Annuities

Individual Liability: What’s Behind The Headlines?

It’s been open season on financial institutions since the 2008-2009 financial crisis (“Financial Crisis”). State and federal prosecutors and regulators are competing with each other for press coverage of their latest consent...more

7/15/2014 - Banking Crisis Banking Sector C-Suite Executives CFPB Civil Monetary Penalty Consent Order D&O Insurance Directors DOJ FCA FDIC FinCEN FIRREA Individual Accountability Judge Rakoff Legislative Agendas Liability Liability Insurance Officers Personal Liability

FINRA Announces and Publishes Its Sweep of Order Routing Practices

FINRA announced this week that it is conducting a review of its member firms’ order-routing processes and procedures and the execution quality of customer orders in exchange-listed stocks. We previously reported in this...more

7/10/2014 - Brokers FINRA SEC Securities Stock Trades

FINRA Sanctions a Broker for Violating Japanese Insider Trading Law

On July 2, 2014, FINRA announced that it barred a former equity trader from the securities industry based on its finding that he violated Japanese insider trading law by trading in the securities of a Japanese company listed...more

7/10/2014 - Brokers Compliance Financial Crimes FINRA Insider Trading Japan Sanctions Stocks

OCC’s Interim Volcker Rule Examination Procedures Provide Much-Needed Guidance to Banks Seeking to Comply

On June 12, 2014, the Office of the Comptroller of the Currency (OCC) issued interim procedures for examiners to assess banks’ progress in developing a framework to comply with the requirements of what is commonly known as...more

6/18/2014 - Bank Holding Company Banks Federal Reserve OCC Short-Term Investments Standards & Procedures Volcker Rule

Investment Management Legal + Regulatory Update -- June 2014

In This Issue: - Regulation ..SEC Begins to Scrutinize Registrants’ Cybersecurity Practices ..SEC Staff Sets Boundaries for Adviser Testimonials in Social Media ..Chair White: SEC to Tackle High-Frequency...more

6/16/2014 - Broker-Dealer Cybersecurity Dark Pool FINRA High Frequency Trading Investment Adviser Issuers JOBS Act Legislative Agendas Marijuana New Legislation Private Equity Funds SEC SEC Commissioner SIFIs Transaction Fees

SEC Decision Regarding TIC Advertisements Offers Broader Lessons About Providing Fair and Balanced Disclosures

Earlier this year, the SEC found that CapWest Securities, Inc., a defunct broker-dealer, had failed to comply with advertising rules in promoting investments that use Section 1031 of the Internal Revenue Code (“1031...more

6/11/2014 - Advertising Disclosure Requirements Enforcement Enforcement Actions FINRA SEC Section 1031

SEC Approves Amendments to FINRA’s Corporate Financing Rule

Broader Availability of Termination Fees and Rights of First Refusal - Elimination of Filing for Certain ETFs: In May 2014, the SEC approved FINRA’s proposed amendments to Rule 5110, commonly called the...more

5/21/2014 - Compliance Corporate Financing Corporate Financing Rule ETFs FINRA SEC

Compliance Overseers Under Financial Regulatory Fire

In the wake of the financial crisis, federal and state regulators are increasingly taking action against individuals for alleged compliance lapses inside financial services companies, and recent reports indicate that...more

5/14/2014 - Chief Compliance Officers Compliance Enforcement Actions Financial Regulatory Reform Personal Liability

BrokerCheck Hyperlinks: FINRA Proposes a Revised Rule

FINRA is seeking to increase investor awareness of BrokerCheck, its online investor tool for researching the professional backgrounds of firms and brokers. BrokerCheck is accessible to investors and all members of the public...more

5/12/2014 - BrokerCheck FINRA

Pre-IPO Selling Procedures Need to Be Adequately Supervised, According to FINRA

Broker-dealers selling interests in IPOs need to have adequate supervisory systems to ensure that registered representatives do not make actual sales before the securities are registered, according to a settlement of a formal...more

5/9/2014 - Anti-Spinning Provisions Broker-Dealer Due Diligence FINRA IPO Registration Section 5 Securities

Financial Regulatory Enforcers Expanding Claims Against Individuals

In the wake of the financial crisis, federal and state regulators are increasingly taking action against individuals for alleged compliance lapses inside financial services companies, and recent reports indicate that...more

5/1/2014 - Chief Compliance Officers Compliance Enforcement Enforcement Actions Officers Personal Liability

FINRA Board of Governors Invalidates Class Action Waivers in Customer Account Agreements

In an April 24th ruling that will have widespread impact among financial institutions, the FINRA Board of Governors held that a broker-dealer violated FINRA rules by including a mandatory class action waiver in its customer...more

4/30/2014 - Broker-Dealer Charles Schwab Class Action Arbitration Waivers Federal Arbitration Act FINRA

Securities Regulators Are Inspired by an Academic Article to Seek Information Regarding Order Routing

Apparently attempting to understand how broker-dealers provide best execution in the face of incentives to trade at certain exchanges, the SEC and FINRA are asking broker-dealers for extensive transaction information...more

4/29/2014 - Broker-Dealer FINRA Rebates SEC Section 17(a) Stock Trades Transaction Fees

Cybersecurity: SEC Is Starting to Scrutinize Registrants’ Practices

The SEC plans to examine the cybersecurity practices of over 50 registered broker-dealers and investment advisers. The SEC announced its plan in an April 15, 2014 Risk Alert, which closely follows the March 26 Cybersecurity...more

4/23/2014 - Cybersecurity Data Protection Investigations SEC

A Blast from the Past: The SEC Fines Investment Adviser/Broker-Dealer for Breakpoint Violations

In a case reminiscent of the “breakpoint” enforcement actions brought 10 years ago by securities regulators, the SEC recently found that a registered investment adviser and broker-dealer overcharged clients because it...more

4/11/2014 - Broker-Dealer Enforcement Actions Fees Investment Adviser SEC

The Volcker Rule’s Trojan Horse for Smaller Banking Entities

The final rules recently enacted to implement the Volcker Rule (‘‘the Final Rules’’) impose on the largest banking entities a highly detailed and complex compliance regime. As to those so-called ‘‘less active banking...more

4/10/2014 - Banks Collateralized Debt Obligations Compliance Proprietary Trading Trust Preferred Securities Volcker Rule

Ketchum Shares Bon Mots with BD Industry at SIFMA Meeting

At this week’s Annual SIFMA Law and Compliance meeting, FINRA CEO Rick Ketchum provided a number of candid and pointed comments in a wide-ranging and no-holds-barred interview conducted by long-time senior compliance official...more

4/8/2014 - ACLU Chief Compliance Officers Compliance FINRA SIFMA

FINRA Provides a Detailed Analysis of a Broker-Dealer’s Failure to Adequately Supervise Alternative Investment Sales

In March 2014, the Financial Industry Regulatory Authority (FINRA) fined a broker-dealer $950,000 for supervisory deficiencies related to its failure to adequately supervise the sale of “alternative investments.” These...more

3/28/2014 - Business Development Business Development Companies FINRA Oil & Gas REITS

FINRA Protects Seniors by Disciplining Inadequate Supervision of VA Sales

As baby boomers continue to age, securities regulators focus on protecting the growing population of seniors and retirees. For example, the regulators are seeking to ensure that broker-dealers’ systems and procedures for...more

3/7/2014 - Elder Issues FINRA IRA Retirement Variable Annuities

FINRA Announces a Sweep to Assess BDs’ Cybersecurity

After announcing that cybersecurity will be one of its 2014 examination priorities, FINRA wasted no time before commencing a sweep. FINRA announced a Targeted Examination Letter to conduct an assessment of firms’ approaches...more

2/10/2014 - Cybersecurity Data Breach Data Protection FINRA

FINRA Focuses AML Enforcement on a BD Doing Business in Mexico

The Financial Industry Regulatory Authority (FINRA) recently took formal disciplinary action against a New York-based broker-dealer that is affiliated with a Mexican broker-dealer and a Mexican bank for inadequate anti-money...more

2/7/2014 - Anti-Money Laundering Broker-Dealer FINRA Foreign Banks Mexico

Private Company M&A Brokers Don’t Need to Register With the SEC as Broker-Dealers

On January 31, 2014, the SEC issued a ground-breaking no-action letter, taking the position that a financial intermediary that limits its business activity to advising privately held companies in M&A transactions need not...more

2/7/2014 - Broker-Dealer No-Action Letters Registration SEC

SEC Examiners to Take a Close Look at Firms’ Cyber Security

A high-level SEC official told an industry group yesterday that the National Examination Program (NEP) will be reviewing asset managers’ policies and procedures for preventing cyber attacks. In particular, the SEC is looking...more

2/3/2014 - Compliance Cyber Attacks Cybersecurity Data Protection NEP SEC

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