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Harmony or Dissonance: The CFTC’s and SEC’s Cross-Border Rules

Recently, the SEC issued final rules addressing, among other things, the applicability of the security-based swap dealer (“SBSD”) and major security-based swap participant (“MSBSP”) definitions to cross-border security-based...more

House Approves CFTC Reauthorization, Changes to Dodd-Frank

After a nearly two year process, on June 24, 2014, the U.S. House of Representatives voted 266-144 to pass H.R. 4413, the Customer Protection and End-User Relief Act, which would reauthorize the Commodity Futures Trading...more

SEC Provides New C&DIs on Verifying Accredited Investor Status

In early July, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued several new interpretations (at 255.48-49 and 260.35-38) (C&DI) relating to the verification of “accredited investor” status...more

JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

At Long Last, SEC Staff Issues Proxy Advisory Firm Guidance: Will it Calm the Controversy?

After years of releases, roundtables and recommendations, the SEC's Divisions of Investment Management and Corporation Finance have posted Staff Legal Bulletin No. 20, "Proxy Voting Responsibilities of Investment Advisers and...more

Two Observations From the SEC’s First Settlement Under its Municipalities Continuing Disclosure Cooperation Initiative

Just yesterday, the SEC announced its first settlement pursuant to its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. ... Here are two observations on this settlement that could shed some light on...more

SEC Releases Guidance on Proxy Voting and Use of Proxy Advisory Firms

On June 30, 2014, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 20 (Bulletin), which clarifies the responsibilities of registered investment advisers when voting client proxies and retaining...more

Certain Merger and Acquisition Brokers Escape SEC Registration

The SEC recently issued a no-action letter that allows private company M&A brokers who satisfy specific criteria to avoid registering as broker-dealers with the SEC. Historically, an intermediary in a private M&A transaction...more

New Municipal Advisor Rules and Continuing Disclosure Initiative

In an era of increased scrutiny and regulation of the municipal market, the final rules on what constitutes, and the registra- tion of, “municipal advisors”, became effective July 1, 2014. Concurrently, the SEC initiative to...more

Volcker Rule Compliance in the Face of Regulatory Uncertainty: An Update on Covered Fund Structures

The “Volcker Rule,” adopted in December 2013, is designed to reduce risk and banking system instability by restricting U.S. banking entities from investing in or engaging in proprietary trading and speculation, while also...more

European Trade Associations Call for Urgent Action to Incorporate ESA Regulations in EEA Agreement

The European Banking Federation (EBF) has published joint letters (dated June 6, 2014) to be sent to the European Commission and to the European Free Trade Association (EFTA) signed by the EBF, the European Fund Management...more

FCA Brings Greater Clarity and Rigour to UK’s “Soft Commission” Regime

Changes to the use of dealing commission rules, including a ban on “softing” of corporate access services, reflect the FCA’s continuing objective to ensure that investment managers control the costs that they pass on to their...more

Financial Regulatory Developments Focus - July 2014

In this issue: - Derivatives - Compensation - Regulatory Capital - Credit Ratings - Financial Market Infrastructure - Financial Services - Funds - Enforcement...more

SEC Staff Provides Guidance on Summary Section of Mutual Fund Prospectuses

The staff of the SEC’s Division of Investment Management issued IM Guidance Update No. 2014-8 (the “Guidance Update”) to provide guidance based on comments the Division has provided on the information required to be presented...more

SEC’s First Action Under the Municipalities Continuing Disclosure Cooperation Initiative

The SEC settled its first action under the Municipalities Continuing Disclosure Cooperation Initiative, launched on March 10, 2014. Under the Initiative the Enforcement Division agreed to recommend settlement on favorable,...more

New SEC Guidance on Application of Custody Rule to SPVs and Escrow Accounts

The Securities and Exchange Commission (SEC) recently issued a guidance update (Update) on Rule 206(4)-2 of the Investment Advisers Act of 1940 (Custody Rule), which regulates the custody practices of registered investment...more

SEC Issues Guidance on Determination and Verification of Accredited Investor Status

On July 3rd, the SEC issued guidance in the form of six new compliance and disclosure interpretations regarding accredited investor status. Two of the C&DIs relate to the calculation of income and assets for purposes of...more

Controversial Florida Case Blocks Creditor from Enforcing Judgment Against Foreign Assets

A recent opinion from Florida's Fourth District Court of Appeal held that a Florida court does not have jurisdiction to compel a judgment debtor to turn over stock certificates located outside the state of Florida to satisfy...more

IRS Pursues 409A Audits, Issues Ruling on Certain Options/SARs under 457A

IRS audits signal focus on Section 409A compliance; Revenue Ruling makes certain nonqualified options and stock appreciation rights more attractive for offshore entities. The IRS has begun its limited audit initiative...more

Second Circuit Overturns District Court’s Rejection of SEC-Citigroup Fraud Settlement

In a closely-watched decision involving judicial review of agency settlements, the Unites States Court of Appeals for the Second Circuit vacated United States District Court Judge Jed Rakoff’s 2011 order rejecting a proposed...more

New Senate Bill Introduced to Clarify Definition of General Solicitation

The text of S. 2498, introduced by Senator Murphy in late June, was finally released. The bill is titled the “HALOS Act”, or “Helping Angels Lead our Startups Act.” Angel investors have expressed concerns regarding the...more

Draft of the Amendment to the Investment Ordinance - Effects on Fund Investments

The Federal Ministry of Finance (BMF) issued a draft ordinance for the amendment of the Investment Ordinance (Anlageverordnung – AnlV) and the Pension Fund Capital Investment Ordinance for consultation (“Amendment Ordinance”)...more

FCPA Compliance and Ethics Report-Episode 73-World Cup Report-Part V [Video]

In this episode, Mike Brown and I look at the assessment of 'Tone at the Top' from the perspective of the Brazil/Colombia World Cup final and the horrific injury to the Brazilian striker Neymar. ...more

SEC Adopts Final Rules and Guidance Regarding the Cross-Border Application of “Security-Based Swap Dealer” and “Major...

Nearly four years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), on June 25, 2014, the Securities and Exchange Commission (“SEC”) adopted its first in a series of...more

"SEC Staff Issues Guidance on Proxy Voting Matters Relevant to Investment Advisers and Proxy Advisory Firms"

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporation Finance issued a Staff Legal Bulletin on June 30, 2014 that provides guidance on the responsibilities of investment...more

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