Structured Thoughts -- Volume 3, Issue 13 -- November 13, 2012

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In This Issue:

EU Regulation on Short Selling: Impact on U.S. Issuers of Structured Notes -

On November 1, 2012, the regulation (the “Regulation”) of the European Parliament and Council of the European Union on short selling and certain aspects of credit default swaps became effective. The Regulation may have a substantive impact on U.S. issuers of structured products linked to securities that trade in the European Union, as well as other participants in structured product transactions, and this article is intended to discuss some of these impacts...

Focus on Conflicts -

In a recent issue of this newsletter, we noted that FINRA representatives were focused on conflicts of interest in relation to the structuring and sales of structured products. In the period since that speech by Susan Axelrod, Executive Vice President, Member Regulation Sales Practice, of FINRA, the focus on conflicts seems to have intensified. In a more recent speech delivered at the end of October, Axelrod emphasized that, in connection with the FINRA examination process, FINRA would continue to devote substantial attention to complex products offered to retail investors. She cited as examples principal-protected notes, non-traded REITs, reverse convertible notes, and other structured notes. In relation to complex products she advised that “Firms should also consider whether they have any conflicts—particularly where they maintain affiliations with the product issuer or where there is a compensation arrangement that creates a conflict.” She also noted that firms should “identify potential conflicts and document their process for ensuring that they do not place their interest—or that of their brokers—before the clients.”...

Revised FINRA Communications Rules: A Summary Table for Market Participants -

As we approach the end of the year, and begin to plan for 2013, we remind readers that the effective date of FINRA’s new offering communications rules is February 4, 2013. Accordingly, to help practitioners review the relevant requirements, and to help facilitate planning, set forth below is a table that summarizes the new requirements...

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