Introduction -
As the reinstated Term Asset-Backed Securities Loan Facility program (“TALF 2.0”) opened, the Federal Reserve Bank of New York (the “FRBNY”) continues to revise the TALF 2.0 program details, changing the...more
Although the loan industry has long looked at loans as being obligations that arise in a commercial lending relationship, which are therefore not securities under Federal and state securities laws, the law supporting this...more
6/2/2020
/ Blue Sky Laws ,
Collateralized Loan Obligations ,
Coronavirus/COVID-19 ,
Debt Securities ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Lenders ,
Loans ,
Reves Test ,
Secured Notes ,
Securities ,
Securities Act of 1933 ,
Securities Exchange Act ,
Syndicated Loans
Introduction -
As market participants prepare for the launch of the latest version of the Term Asset-Backed Securities Loan Facility (“TALF”) program (“TALF 2.0”), two new developments provide greater clarity as to how the...more
6/2/2020
/ Asset-Backed Securities ,
Business Development Companies ,
DBRS ,
Financial Markets ,
FRBNY ,
Investment Funds ,
Investment Management ,
KBRA ,
Loans ,
No-Action Letters ,
NRSRO ,
Securities and Exchange Commission (SEC) ,
SIFMA ,
Term Asset-Backed Securities Loan Facility (TALF)
On May 20, 2020, the Federal Reserve Board of Governors (the “Fed”) and the Federal Reserve Bank of New York (the “FRBNY”) announced the first subscription date of June 17, 2020 for funding under the Term Asset-Backed...more
5/28/2020
/ Asset-Backed Securities ,
Borrowers ,
Capital Distributions ,
Certification Requirements ,
Collateral ,
Coronavirus/COVID-19 ,
Federal Loans ,
Federal Reserve ,
FRBNY ,
Issuer Eligibility Criteria ,
Master Loan and Security Agreement (MLSA) ,
Sponsors ,
Stock Repurchases ,
Term Asset-Backed Securities Loan Facility (TALF) ,
Term Sheets
On May 12, 2020, the Federal Reserve Board of Governors (the “Fed”) and the Federal Reserve Bank of New York (the “FRBNY”) released an updated term sheet (the “New Term Sheet”) and Frequently Asked Questions (the “TALF FAQs”)...more
The Coronavirus Aid, Relief, and Economic Security Act was passed by the Senate on March 25, 2020 and passed by the House of Representatives on Friday, March 27, when it was then signed into law by President Trump. The CARES...more
Several federal agencies have announced various measures to help the United States respond to the economic dislocations from the COVID-19 coronavirus pandemic. This Dechert OnPoint summarizes several significant initiatives...more
3/31/2020
/ Banks ,
Capital Requirements ,
CARES Act ,
Coronavirus/COVID-19 ,
Economic Injury Disaster Loans ,
FDIC ,
Federal Reserve ,
Financial Institutions ,
Financial Regulatory Agencies ,
Liquidity ,
Money Market Funds ,
Mortgage-Backed Securities ,
OCC ,
Primary Dealer Credit Facility (PDCF) ,
Relief Measures ,
SBA ,
Term Asset-Backed Securities Loan Facility (TALF)
The Financial Industry Regulatory Authority published its 2020 Risk Monitoring and Examination Priorities Letter (Priorities Letter) on January 9, 2020. The Priorities Letter identifies four core areas on which FINRA will...more
2/25/2020
/ Broker-Dealer ,
Cash Transactions ,
Examination Priorities ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Form CRS ,
Fund Managers ,
Initial Public Offering (IPO) ,
Integrity Policies ,
Investment Adviser ,
Regulation Best Interest ,
Retail Investors ,
Sales ,
Securities and Exchange Commission (SEC) ,
Supervision
Update: FINRA announced this week that its recently approved amendments to Rule 5130 (New Issue Rule) and 5131 (Anti-Spinning Rule) will be effective January 1, 2020. See, FINRA Regulatory Notice 19-37, published December 19,...more
12/21/2019
/ Anti-Dilution Terms ,
Anti-Spinning Rules ,
Beneficial Owner ,
Broker-Dealer ,
Corporate Issuers ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary ,
Financial Industry Regulatory Authority (FINRA) ,
Finders ,
Foreign Investment Entities (FIEs) ,
Foreign Offerings ,
Initial Public Offering (IPO) ,
New Amendments ,
Portfolio Managers ,
Prohibited Transactions ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Sovereign Wealth Funds ,
Special Purpose Acquisition Companies (SPACs)
The Securities and Exchange Commission approved amendments to the Financial Industry Regulatory Authority New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131) (collectively, Rules) on November 5, 2019...more
12/3/2019
/ Amended Regulation ,
Anti-Dilution Terms ,
Anti-Spinning Rules ,
Broker-Dealer ,
Corporate Executives ,
Corporate Issuers ,
Employee Retirement Income Security Act (ERISA) ,
Exemptions ,
Family Businesses ,
Fiduciary ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment Entities (FIEs) ,
Foreign Offerings ,
Fund Managers ,
Initial Public Offering (IPO) ,
Insider Trading ,
Portfolio Managers ,
Retirement Funds ,
Securities and Exchange Commission (SEC) ,
Self-Dealing ,
Sovereign Wealth Funds ,
Special Purpose Acquisition Companies (SPACs)
The Financial Industry Regulatory Authority published its 2019 Report on Examination Findings and Observations (2019 Report) on October 16, 2019. This marks the third annual report of FINRA findings, but in a departure from...more
11/18/2019
/ Annual Reports ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Best Execution ,
Broker-Dealer ,
Business Continuity Plans ,
Compliance ,
Cybersecurity ,
Digital Communications ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
Integrity Policies ,
Investment Adviser ,
Know Your Customers ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Short Sales ,
Supervision ,
Suspicious Activity Reports (SARs) ,
UGMA ,
UTMA
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
9/12/2019
/ 501(c)(3) ,
Alternate Investment Vehicles (AIVs) ,
Capital Formation ,
Corporate Issuers ,
Equity Markets ,
Exclusions ,
Exemptions ,
Family Businesses ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment ,
Foreign Investment Fund ,
Investment Funds ,
Investors ,
Market Allocation Scheme ,
Offerors ,
Private Equity ,
Proposed Amendments ,
Public Offerings ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Stock Issuance
The Securities and Exchange Commission has announced the adoption of an amendment, as proposed, to the “single issuer exemption” for broker-dealers provided by Rule 17a-5 under the Securities Exchange Act of 1934.1 The...more
Next year’s examination priorities of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission were announced on December 20, 2018, and cover six broad, albeit...more
12/22/2018
/ Anti-Money Laundering ,
Compliance ,
Critical Infrastructure Sectors ,
Cryptocurrency ,
Cybersecurity ,
Digital Assets ,
Elder Issues ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Coin Offering (ICOs) ,
Market Infrastructure ,
MSRB ,
OCIE ,
Publicly-Traded Companies ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission has solicited the views of exchanges, broker-dealers and investors on a range of questions related to market data since at least 1999 when it published SEC Concept Release: Regulation of...more
12/21/2018
/ Broker-Dealer ,
Capital Markets ,
Data Management ,
Electronic Trading ,
Equity Markets ,
Fees ,
Investors ,
Market Access Rule ,
Market Data ,
Market Participants ,
Regulation NMS ,
Request For Information ,
Roundtable ,
Securities ,
Securities and Exchange Commission (SEC) ,
Stock Exchange ,
Transparency
The Financial Industry Regulatory Authority (FINRA) has published frequently asked questions (FAQs) for complying with new FINRA Rule 2165 (Financial Exploitation of Specified Adults) and amendments to FINRA Rule 4512...more
2/1/2018
/ Broker-Dealer ,
Disbursement Issues ,
Disclosure Requirements ,
Elder Issues ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Investor Protection ,
Investors ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Temporary Hold ,
Trusted Contact Person
The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
1/24/2018
/ Beneficial Owner ,
Benefit Plan Sponsors ,
CFTC ,
Commodities ,
Commodity Trading Advisors (CTAs) ,
Compliance ,
CPO ,
Cross-Border Transactions ,
Department of Labor (DOL) ,
Derivatives ,
Employee Retirement Income Security Act (ERISA) ,
Equity Securities ,
Filing Deadlines ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment ,
Form 13F ,
Form ADV ,
Form D Filing ,
Form PF ,
Investment Adviser ,
Investment Funds ,
Investors ,
NFA ,
Offerings ,
Private Funds ,
Private Placements ,
Registered Investment Advisors ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Traders ,
Securities Violations ,
Self-Certification ,
Verification Requirements ,
Virtual Currency
In Regulatory Notice 17-38 (Regulatory Notice), the Financial Industry Regulatory Authority (FINRA) requests comments on a proposal (Proposal) to amend FINRA’s Conduct Rule 3110 (Supervision). ...more
President Trump signed into law on October 6, 2017 the Fair Access to Investment Research Act of 2017. The Act directs the U.S. Securities and Exchange Commission (SEC) to amend Rule 139 under the Securities Act of 1933 (1933...more
The U.S. Securities and Exchange Commission (SEC) on March 22, 2017 adopted amendments to Rule 15c6- 1(a) under the Securities Exchange Act of 1934 (Exchange Act), to shorten the standard settlement cycle for securities...more
The Financial Industry Regulatory Authority (FINRA), on March 21, 2017, published a Special Notice soliciting comments on various existing FINRA engagement programs (Notice). This request for comment is one component of...more
The U.S. Securities and Exchange Commission (SEC) on February 13, 2017, issued a cease and desist order (Order) and imposed a $100,000 civil penalty against broker-dealer Sidoti & Company, LLC (Broker-Dealer), to settle...more
The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
2/21/2017
/ Accredited Investors ,
Benefit Plan Sponsors ,
CFTC ,
Compliance ,
Cross-Border Transactions ,
Employee Retirement Income Security Act (ERISA) ,
Equity Securities ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Form ADV ,
Form PF ,
Fund Managers ,
Hedge Funds ,
Investment Adviser ,
NFA ,
Private Funds ,
Private Placements ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In response to a request for interpretative guidance, the U.S. Securities and Exchange Commission staff (staff) advised on January 11, 2017 that Section 22(d) of the Investment Company Act of 1940 does not prevent a broker...more
2/2/2017
/ Broker-Dealer ,
Brokers ,
Clean Shares ,
Department of Labor (DOL) ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Interpretive Opinions ,
Investment Company Act of 1940 ,
Mutual Funds ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
A proposed amendment to the Financial Industry Regulatory Authority, Inc. (FINRA) Customer Account Statement Rule (Rule 4512) and a proposed new Rule 2165 regarding Financial Exploitation of Specified Adults would: require...more