In March 2017, the Public Company Accounting Oversight Board, or PCAOB, released a white paper detailing certain characteristics and trends of emerging growth companies, or EGCs, based on its review of available data through...more
On April 3, 2017, the District Court for the District of Columbia (the “District Court”) entered a final judgment (the “Final Judgment”) in the case of National Association of Manufacturers, et al., v. SEC. The Final Judgment...more
On March 28, 2017, the U.S. District Court for the District of Salt Lake City granted the SEC’s request for a preliminary injunction in SEC v. Traffic Monsoon, LLC. The SEC’s complaint was brought in connection with Traffic...more
EDITOR’S NOTE -
In like a lion, out like a lamb—it works for weather; does it work for new administrations? We’ll have to wait and see. We’ll have to wait and see about the length of CFPB Director Richard Cordray’s...more
3/20/2017
/ Anti-Money Laundering ,
Arbitration Agreements ,
Bank Fraud ,
Bank Holding Company Act ,
Banking Sector ,
Banks ,
Civil Monetary Penalty ,
Consumer Financial Protection Bureau (CFPB) ,
Criminal Prosecution ,
Data Security ,
Distributed Ledger Technology (DLT) ,
Fair Credit Reporting Act (FCRA) ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Forfeiture ,
NIST ,
OCC ,
Office of Foreign Assets Control (OFAC) ,
Opt-In ,
Overdraft Fees ,
Preemption ,
Shaw v United States ,
Student Loans ,
TCPA ,
TLAC ,
True Lender
On February 28, 2017, the SEC issued an order (the “Order”) temporarily suspending the ability of Web Debt Solutions, LLC (“Web Debt”) to utilize Regulation A, pursuant to its authority under Securities Act Rule 258. The...more
The Investor Responsibility Research Center (IRRC) Institute and Institutional Shareholders Services (ISS) recently issued a joint study titled “Board Refreshment Trends at S&P 1500 Firms,” which analyzes demographic trends...more
On February 1, 2017, the NYSE issued separate Listed Company Compliance Guidance memoranda for both U.S. companies (“Domestic Companies”) and foreign private issuers (“FPIs”) listed on the NYSE. Below is a brief overview of...more
On January 30, 2017, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) adopted a final rule (the “Final CCAR Rule”) that revises the capital plan and stress test rules under the Dodd-Frank Wall...more
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued final rules requiring global systemically important banks (“G-SIBs”) in the United States, including bank holding...more
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding total loss absorbing capacity (the “Final TLAC Rule”) requirements for global systemically...more
On December 8, 2016, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Staff”) released several new compliance and disclosure interpretations (“C&DIs”) clarifying the definition of...more
The use of liability management transactions in the wake of the financial crisis, along with two important court cases (i.e., Marblegate and Caesars Entertainment Corp.), has brought a renewed focus on the obligations of...more
New FINRA Rule 2241 covering equity research reports and analysts and new FINRA Rule 2242 covering debt research reports took effect less than a year ago in December 2015 and July 2016, respectively; and market practice with...more
One of the notable financial regulatory tools that resulted from the post-financial crisis prudential regulations is stress testing. The Board of Governors of the Federal Reserve System (the “Federal Reserve”) has the...more
9/29/2016
/ CCAR ,
Central Counterparties ,
Consumer Protection Act ,
Dividends ,
Dodd-Frank ,
Federal Reserve ,
Financial Institutions ,
Global Systemically Important Banks (G-SIBs) ,
Nonbank Firms ,
Reporting Requirements ,
Stress Tests ,
Threshold Requirements ,
Transparency
On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more
9/16/2016
/ Acquisitions ,
Capital Formation ,
Conflict Mineral Rules ,
Corporate Governance ,
Crowdfunding ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
FHFA ,
Fiduciary Duty ,
Financial Institutions ,
Mergers ,
NCUA ,
Overpayment ,
Pay Ratio ,
Popular ,
Private Placements ,
Safe Harbors ,
Small Business ,
Smaller Reporting Companies ,
Title IX ,
Transparency
Updating Unregistered Structured Note Programs: How Frequently? -
For some types of securities offering programs, we have “black letter law” that instructs issuers how frequently the program documentation should be...more
9/15/2016
/ BaFin ,
Bank Holding Company ,
Brokerage Accounts ,
Cease and Desist Orders ,
Duty to Update ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Fixed Income Investments ,
Germany ,
Income Tax Act ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Subsidiaries ,
TLAC ,
TRACE
U.S. Congressman Jeb Hensarling, Chairman of the House Financial Services Committee, has set the stage for the consideration of regulatory reform and burden reduction with the introduction of H.R. 5983, the “Financial Choice...more
On September 8, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”) and the Office of the Comptroller of the Currency (the “OCC,” and...more
9/12/2016
/ Bank Holding Company Act ,
Dodd-Frank ,
FDIC ,
Federal Bank Regulatory Agencies ,
Federal Reserve ,
Financial Holding Company ,
Financial Institutions ,
Hedging ,
OCC ,
Prudential Standards ,
Risk Management ,
Savings and Loan Companies ,
Volcker Rule
The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more
6/20/2016
/ Accredited Investors ,
Advertising ,
Capital Raising ,
Final Rules ,
General Solicitation ,
JOBS Act ,
Registration Requirement ,
Regulation D ,
Rule 502 ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Well-meaning initiatives to end the era of US bailouts have also dried-up market liquidity. That could be almost as dangerous -
Banks perform critical functions in our economy, one of which is maturity transformation....more
BELTWAY -
Every Last Penny Counts -
Five federal banking agencies issued a Supervisory Bulletin titled “Interagency Guidance Regarding Deposit Reconciliation Practices” (the “Guidance”). The Guidance outlines...more
6/8/2016
/ Arbitration ,
Article III ,
CID ,
Civil Investigation Demand ,
Class Action Arbitration Waivers ,
Comptroller ,
Consumer Financial Protection Act (CFPA) ,
Consumer Financial Protection Bureau (CFPB) ,
Credit ,
Customer Due Diligence (CDD) ,
Data Privacy ,
Data Security ,
Debt Collection ,
ECOA ,
FDCPA ,
Federal Reserve ,
Federal Trade Commission (FTC) ,
FFIEC ,
FHFA ,
Financial Institutions ,
FinCEN ,
FinTech ,
Hawkins v Community Bank of Raymore ,
Mobile Banking ,
Net Stable Funding Ratio (NSFR) ,
Online Marketplace Lending ,
Payday Loans ,
Payment Protection Insurance ,
PCI-DSS Standard ,
Preemption ,
RESPA ,
SCOTUS ,
Spokeo v Robins ,
Standing ,
Student Loans ,
TCPA ,
TILA-RESPA Integrated Disclosure Rule (TRID) ,
Truth in Lending Act (TILA) ,
UDAAP ,
Virtual Currency ,
Volcker Rule
On March 4, 2016, the Board of Governors of the Federal Reserve System (the “Fed”) issued a Notice of Proposed Rulemaking (“NPRM”), inviting comment on reproposed rules (the “Reproposed Rules”) that would establish single...more
Why another law firm newsletter? Over ten years ago, Will Stern answered that question in the first Editor’s Note of the first Financial Services Report. Some things have changed since then—we no longer print and mail paper...more
3/9/2016
/ Arbitration ,
Consumer Financial Protection Bureau (CFPB) ,
Credit Cards ,
Customer Lists ,
Cybersecurity ,
Debt Collection ,
Department of Justice (DOJ) ,
EU-US Privacy Shield ,
Fair Credit Reporting Act (FCRA) ,
Fair Lending ,
FDIC ,
Federal Reserve ,
Federal Trade Commission (FTC) ,
HMDA ,
Mortgages ,
OCC ,
Payday Loans ,
Preemption ,
Securities and Exchange Commission (SEC) ,
TCPA ,
Truth in Lending Act (TILA)
The latest set of prudential rules is the strongest sign yet that too-big-to-fail has seen its last days -
Despite the comprehensive reforms put in place in the wake of the financial crisis by the landmark Dodd-Frank...more
In November 2014, FINRA proposed to adopt NASD Rule 2711 as new FINRA Rule 2241, with several modifications, to address conflicts of interest relating to equity research analysts and research reports (“Rule 2241”). FINRA...more