Securities Administrative Agency

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Investment Management Legal + Regulatory Update - February 2015

In This Issue: - SEC Proposes Rule Requiring Hedging Disclosure - SEC Reports the Result of its Cybersecurity Sweep of Broker-Dealers and Investment Advisers - House Passes Bill to Ease Volcker Rule and Other...more

This Week In Securities Litigation

Four SEC Commissioners addressed the annual SEC Speaks Conference, reviewing recent agency initiatives and tracing potential paths for the future. The SEC also brought another FCPA action, a misappropriation case and an...more

SEC Speaks 2015: Enforcement Highlights

On February 20, 2015, the Securities and Exchange Commission (SEC) held its annual SEC Speaks conference, which updated the public regarding the staff’s work over the last year and its plans for 2015. ...more

Is Anything Fishy With The SEC’s Whistleblower Inquiries?

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters “to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents”.  According...more

Private Equity Fund Managers: Annual Compliance Reminders and New Developments

A summary of a private equity firm’s compliance obligations, a discussion of notable developments in 2014 and highlights of the SEC’s examination priorities for 2015. US federal laws and regulations, as well as the...more

The SEC Commissioners Speak: Part II

Yesterday’s article reviewed the remarks of SEC Chair Mary Jo White and Commissioner Kara M. Stein at SEC Speaks. The article today reviews the remarks at the conference of Commissioners Michael S. Piwowar and Daniel M....more

FINRA Issues Guidance on Materiality Consultations

The Overview addresses, among other things, categories of information and other factors that firms should consider when assessing materiality of prospective business initiatives....more

SEC Remarks at the Practising Law Institute’s Program Titled “SEC Speaks in 2015”

On February 20, 2015, several representatives from the SEC spoke at the Practising Law Institute’s program titled “SEC Speaks in 2015,” including Chair Mary Jo White and Commissioner Louis A. Aguilar. Ms. White provided...more

The SEC Commissioners Speak: Part I

The SEC Speaks conference has traditionally been a forum in which the agency reviewed significant recent undertakings and indicated its future direction. This year was no different. Four of the five Commissioners addressed...more

NFA Notifies SDs and MSPs of Annual Questionnaire Requirements

Beginning April 1, National Futures Association (NFA) will require its member swap dealers (SDs) and major swap participants (MSPs) to complete the SD-MSP Annual Questionnaire as part of its annual membership renewal process....more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

CFOs Ordered to Return Bonus and Profits Due to False Financial Statements

The Securities and Exchange Commission recently ordered two former CFOs of Saba Software, Inc. to reimburse the company for stock-sale profits and bonuses accrued during the 12-month periods following its materially false and...more

Bridging the Week - February 2015 #4

CME Group Reminds Members of Regulatory Requirements for EFRPs and Block Trades Through Disciplinary Actions: The CME Group brought and resolved multiple disciplinary actions against various members and non-members related to...more

SEC Commissioner Gallagher, The Bad Boy Provisions and Remedies

Waivers from the automatic disqualifications of the “bad boy” provisions which can come into play following the resolution of a Commission enforcement action is a topic of increasing concern. Consider the recent decision...more

CFTC Announces Members of Market Risk Advisory Committee

The Commodity Futures Trading Commission has announced the members of its Market Risk Advisory Committee (MRAC). The MRAC’s membership list is available...more

Commissioner Piwowar on SEC & Fairness: Physician Heal Thyself?

In an address Friday at the 44th annual “SEC Speaks” conference, SEC Commissioner Michael Piwowar suggested that the Securities Exchange Commission might do well to apply its own rules to itself. He suggested the Commission...more

Record penalty against payday lender

As previously reported, on 26 August 2014, the Federal Court determined that The Cash Store Pty Ltd (in liquidation), a payday lender, and Assistive Finance Australia Pty Ltd, a loan funder, committed seven separate breaches...more

SEC Fines Alternative Mutual Fund Adviser for Improper Handling of Fund Assets

On February 12, 2015, the Securities and Exchange Commission (“SEC”) brought and settled charges against an investment adviser to several alternative mutual funds alleging, among other charges, failure to comply with the...more

Margin for Uncleared Swaps: A Critical Look at the CFTC and Prudential Regulators Proposals

Last fall both the Commodity Futures Trading Commission (“CFTC”) and five U.S. prudential banking regulators (the “Prudential Regulators”) released proposed rules for margin requirements for uncleared swap transactions for...more

SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

Select Broker-Dealer Enforcement Cases and Developments: 2014 Year in Review

This Outline highlights key U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) and Financial Industry Regulatory Authority (“FINRA”) enforcement developments and cases regarding broker dealers.* The...more

Indicate By Check Mark If This Instruction Makes No Sense: v

I wonder if I’m alone in being completely mystified by the following instruction that appears on the cover page of the SEC’s Form 10-K: Indicate by check mark if the registrant is not required to file reports pursuant...more

Mandatory Clearing in Europe May Still Be “A Ways Off”: ESMA Responds to Proposed Amendments on Interest Rate Swaps Clearing RTS...

The Dodd-Frank Wall Street Reform and Consumer Protection Act’s mandatory clearing requirement for interest rate swaps and certain credit default swaps has been in place for quite some time. However, the clearing requirement...more

This Week In Securities Litigation

The Commission recently filed an amicus brief defending its Dodd-Frank whistleblower rules. Those rules specify that the anti-retaliation provisions of those amendments to the Exchange Act protect those who chose not to...more

FCA Investigating 67 Alternative Investment Fund Managers

A number of news outlets reported last week that, as of 26 January 2015, the Financial Conduct Authority (the “FCA”) was investigating 67 firms or managers subject to the Alternative Investment Fund Managers Directive (the...more

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