Kelley A. Howes

Kelley A. Howes

Morrison & Foerster LLP

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FINRA Sanctions Member Firm for Failure to Deliver ETF Prospectuses

FINRA recently sanctioned a broker-dealer (the “Firm”) for failure to deliver prospectuses in connection with its sale of ETFs. FINRA also found that the Firm failed to implement a supervisory system reasonably designed to...more

12/19/2014 - Broker-Dealer Enforcement Actions ETFs FINRA Prospectus

Investment Management Director Offers Top 10 Lessons Learned in 2014

In a December 10, 2014 speech, Norm Champ, the Director of the SEC’s Division of Investment Management, offered a glimpse at the top 10 industry lessons learned in 2014. While admitting that his Top Ten list “may not be as...more

12/15/2014 - Compliance Investment Management SEC

Investment Management Legal + Regulatory Update -- December 2014

In This Issue: - Regulation ..SEC Chair’s Agenda Provides Glimpse of New Rules to Come ..The Results Are In: Investors Favor Additional Regulatory Protection ..SEC Declines to Approve Non-Transparent...more

12/11/2014 - Alternative Mutual Funds Broker-Dealer Disclosure Requirements ETFs Exchange-Traded Products Investment Management Referral Fees SEC

Investment Management Legal + Regulatory Update -- September 2014

In This Issue: - Regulation: Long-Awaited Money Market Fund Rules Adopted - SEC Staff Offers Guidance Regarding Investment Advisers and Proxy Advisory Firms - SEC Staff Closes Loophole on BDC Asset...more

9/17/2014 - Banks CFTC Conflicts of Interest CPO Dodd-Frank Enforcement Actions FINRA Hedge Funds Investment Adviser Liquidity Fees Money Market Funds Municipal Advisers NAV Pay-To-Play Proxy Advisors Redemption Gates SEC Strategic Enforcement Plan Whistleblowers

Paying for Playing: SEC Brings First Pay-to-Play Action against an Investment Adviser

The SEC has brought the first action under the “pay-to-play” rule adopted under the Investment Advisers Act. Andrew Ceresney, director of the SEC Enforcement Division, served notice that the SEC “will hold investment advisers...more

7/2/2014 - Affiliates Broker-Dealer Enforcement Investment Adviser Investment Advisers Act of 1940 Pay-To-Play SEC

SEC’s Final Municipal Advisor Registration Rules Will Take Effect on July 1, 2014

The Securities and Exchange Commission’s (SEC) temporary stay on its final municipal advisor rules under Section 15B of the Securities Exchange Act of 1934 (the “Exchange Act”) expires July 1, 2014. Accordingly, municipal...more

6/27/2014 - Dodd-Frank Final Rules Form MA MSRB Municipal Advisers Registration SEC Securities Exchange Act

Something Old, Something New: SEC Brings Action for Prohibited Principal Transactions and Retaliation Against Whistleblower

Clearly signaling its intention to support whistleblowers who provide actionable evidence of wrong-doing, the SEC this week settled the first case brought under the authority granted by the Dodd-Frank Act enabling...more

6/18/2014 - Anti-Retaliation Provisions Dodd-Frank Enforcement Enforcement Actions Hedge Funds Investment Adviser Retaliation SEC Whistleblowers

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

Spreading Sunshine or Shining a Spotlight?

In a recent speech, Andrew Bowden, Director of the SEC’s Office of Compliance Inspections and Examinations (OCIE) “spread sunshine” on private equity industry practices gathered through so-called “presence exams” of newly...more

5/13/2014 - Compliance Enforcement Actions OCIE Private Funds SEC

Money Market Reform Inches Forward

The staff of the SEC’s Division of Economic and Risk Analysis (DERA) made available its analyses of data and academic literature relevant to pending money market fund reform. DERA said that the analyses could assist the...more

3/26/2014 - Financial Regulatory Reform Money Market Funds SEC

NEP Announces Never-Before-Examined Initiative

The SEC’s Office of Compliance Inspections and Examinations (OCIE) announced this week that its National Exam Program (NEP) launched an initiative to “engage with” investment advisers that have never been examined by the SEC....more

2/24/2014 - Dodd-Frank Form ADV NEP OCIE SEC

NFA Requests Comments on Need for CPO/CTA Capital Requirements

Should the National Futures Association (NFA) impose capital requirements on commodity pool operators (CPOs) and commodity trading advisors (CTAs)? On January 23, 2014, the NFA published a Notice to members seeking public...more

2/12/2014 - CFTC CPO CTA NFA

SEC Staff Offers Roadmap for Alternative Investment Due Diligence Processes

The SEC believes that investment advisers, including pension consultants, are increasingly recommending that their clients invest a portion of their portfolios in private alternative investment funds. In light of that trend,...more

2/12/2014 - Compliance Due Diligence Investors OCIE Risk Management SEC

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 Compliance Outreach Program Reinforces Familiar Themes

Last week, key members of the SEC’s staff reinforced their expectation that CCOs and other gatekeepers should help the SEC with its core mission of protecting investors, promoting fair, orderly and efficient markets and...more

2/5/2014 - Compliance SEC

Another Bestseller: The SEC’s Examination Priorities for 2014

Following closely on the heels of FINRA’s publication of its examination priorities for 2014 (see our recent client alert), OCIE’s National Exam Program (NEP) released a summary of its 2014 priorities. OCIE’s priorities...more

1/15/2014 - Compliance Databases Dodd-Frank Enforcement FINRA NEP OCIE Third-Party Risk Whistleblowers

A Must Read: FINRA’s 2014 Exam Priorities

FINRA did not wait for any dust (or snow) to settle on the New Year before alerting the brokerage industry and the public about its regulatory and examination priorities for 2014. This year’s letter, issued earlier than ever...more

1/6/2014 - Algorithmic Trading Anti-Money Laundering Broker-Dealer Compliance Conflicts of Interest Crowdfunding Employer Liability Issues Enforcement FINRA High Frequency Trading Qualified Benefit Plans Recidivism

SEC: Adviser Violated Advisers Act by Charging Performance Fees to Non-Qualified Clients

A recent SEC enforcement action illustrates the challenge of complying with changing regulations, particularly for newly registered advisers. The SEC found that the adviser violated the prohibition against charging...more

1/2/2014 - Compliance Dodd-Frank Fees Investment Advisers Act of 1940 SEC

A Regulatory Reform Glossary

After the financial crisis, have you ever asked, “What does it all mean?” Now, we have an answer for you: MoFo’s Regulatory Reform Glossary. Since the great financial crisis, financial institutions have been...more

12/17/2013 - Basel III Dodd-Frank EMIR Financial Regulatory Reform MiFID Volcker Rule

Year-End CFTC Reporting Requirements for Fund Advisers

The National Futures Association (NFA) reminded fund advisers claiming an exemption from registering as a commodity pool operator (CPO) that they must confirm by March 3, 2014 that will continue to rely on the exemption....more

12/12/2013 - CFTC CPO Exemptions Investment Adviser NFA Reporting Requirements Year-End Planning

Investment Management Legal + Regulatory Update -- December 2013

In This Issue: Regulatory Updates - SEC Continues to Look at a Uniform Fiduciary Standard for Broker-Dealers and Investment Advisers; SEC Grants Unusual Exemptive Relief from Pay-to-Play “Time-Out” Provision;...more

12/11/2013 - Broker-Dealer Compliance Conflicts of Interest Directors Fiduciary Duty FINRA Investment Funds SEC

SEC Staff Elaborates on Venture Capital Adviser Exemption

The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more

12/5/2013 - Exemptions Investment Adviser Investment Advisers Act of 1940 Registration Reporting Requirements SEC Venture Capital

SEC’s Recent Actions Against Two Investment Advisers Raise Important Lessons for All Investment Advisers

Recently announced cases against two registered investment advisers and certain of their executives serve as timely reminders of where the SEC is focusing its attention. Although the SEC’s actions are based on alleged...more

12/3/2013 - Compliance Enforcement Actions Investment Adviser SEC

Investment Advisory Committee Recommends Rulemaking on Uniform Fiduciary Standard

Last week, the SEC’s Investment Advisory Committee recommended that the SEC enact rules to impose a fiduciary duty on broker-dealers when they provide personalized investment advice to retail investors. The Committee’s draft...more

11/26/2013 - Broker-Dealer Dodd-Frank SEC

SEC Grants Rare Exemptive Relief from Pay-to-Play “Time-Out” Provision

In what may be a case of first impression, the SEC recently granted exemptive relief from Rule 206(4)-5(a)(1) of the Investment Advisers Act of 1940, the “time-out” provision of the pay-to-play rule. In general, Rule...more

11/22/2013 - Exemptive Relief Hedge Funds Investment Adviser Investment Advisers Act of 1940 Pay-To-Play SEC

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