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Financial Services Weekly News Roundup - October 2014 #5

In this issue: - In preliminarily denying two exemption requests, the SEC takes a stand for market transparency in ETFs and upholds the arbitrage mechanism that allows market prices to closely track NAVs. -...more

SEC Announces Record Number of Enforcement Actions in FY 2014

Last week, the Securities and Exchange Commission provided a summary of its enforcement activities for its fiscal year 2014 (ending in September). The SEC announced that it brought a record 755 enforcement actions and...more

Texas Adopts Intrastate Crowdfunding Exemption

On October 22, 2014, the Texas State Securities Board (the "TSSB") voted to formally adopt its proposed Rule 139.25, which provides an exemption from registration for intrastate securities offerings employing a limited...more

Surge in FOIA Requests to State Agencies Seeking Information About PE and Other Alternative Investment Fund Sponsors

We have recently observed a surge in freedom-of-information (“FOIA”) requests made by media outlets to state pension funds and other state-government-affiliated investment entities. Although the requests have so far...more

Corporate and Financial Weekly Digest - Volume IX, Issue 41

In this issue: - ISS Releases 2015 Draft Voting Policy Changes for Comment - SEC Investor Advisory Committee Releases Recommendations on Changes to Accredited Investor Definition - FINRA Proposes to...more

In Case You Missed It - Interesting Items for Corporate Counsel

The SEC reminded everyone that, yes, it cares whether you timely file your Section 16 reports, by announcing enforcement actions against 28 Section 16 filers and six public companies here. Some tie the unprecedented...more

The U.S. Securities and Exchange Commission Approves Amendments to Rules Governing Money Market Funds: Implications for Boards

The U.S. Securities and Exchange Commission (SEC) has approved sweeping amendments to Rule 2a-7 under the Investment Company Act of 1940 and other rules governing the operations of money market funds (money funds)...more

Director of SEC Division of Corporation Finance Gives Speech on Securities Disclosure

On October 3, the Director of the Securities and Exchange Commission’s Division of Corporation Finance (Division), Keith F. Higgins, spoke at the George A. Leet Business Law Conference, discussing SEC disclosure requirements...more

Corporate and Financial Weekly Digest - Volume IX, Issue 40

In this issue: - SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use - Director of SEC Division of Corporation Finance Gives Speech on Securities...more

Blog: Corp Fin Director Provides Some Insights Into The Direction Of The SEC “Disclosure Effectiveness Initiative”

A few days ago, Corp Fin director, Keith Higgins, gave a speech, “Shaping Company Disclosure for the 21st Century” before the George A. Leet Business Law Symposium at Case Western Reserve University School of Law, in which he...more

SEC Says Use IP Addresses to Control Intrastate Offerings

In a new CDI, the SEC indicates it may be possible to use IP addresses to control internet communications so that offers are made only in one state and qualify for the intrastate exemption under Rule 147. In Securities Act...more

The New Era of Money Market Fund Regulation

On July 23, 2014, the U.S. Securities and Exchange Commission (SEC) voted 3–2 to significantly amend the regulatory framework of money market mutual funds (MMFs), particularly Rule 2a-7 under the Investment Company Act of...more

"Disclosure and Collateral Consequences of Enforcement Actions for Regulated Financial Services Firms"

Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the...more

SEC Finalizes Rule On Asset-Backed Securities

On September 24, the SEC issued a final rule adopting significant revisions to regulations governing the disclosure, reporting, registration and the offering process for asset-backed securities (“ABS”). The revised rules aim...more

SEC Issues Guidance on Accredited Investor Status

On July 3, 2014, the SEC’s Division of Corporation Finance issued six new compliance and disclosure interpretations (C&DIs) regarding determination of accredited investor status for purposes of Rule 506(c). C&DI 255.48...more

The More Things Change….

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

Barclays Is Sanctioned By The FCA and The SEC

Barclays took a double hit from regulators yesterday. First the Financial Conduct Authority in the UK fined Barclays Bank Plc, about £38 million for putting £16.5 billion of client assets at risk. Then the SEC imposed a $15...more

Public Companies Take Note: SEC Launches Enforcement Initiative Targeting Section 16 and Other Shareholder Filings

The Securities and Exchange Commission (SEC) recently announced charges against 28 public company officers, directors and ten percent shareholders for repeated violations of federal securities laws requiring them to promptly...more

Company Liability for Insider Stock Ownership Reports

Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more

A Reminder of the Importance of Internal Controls Under SOX

On July 30, 2014, the SEC announced charges against the CEO and the former CFO of a computer equipment company based in Florida for misrepresenting the state of the Company’s internal controls over financial reporting and...more

SEC Advisory Committee Makes Recommendations on Disclosure of Preliminary Voting Results

The Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee established pursuant to Section 911 of the Dodd-Frank Act has issued two recommendations on disclosure of preliminary voting results. The...more

Regulation AB II: Second Time’s the Charm?

On August 27, 2014, following years of preparation, speculation and comment, the Securities and Exchange Commission (SEC) adopted Regulation AB II (Reg AB II). Reg AB II represents a response to requirements of Sections 939A...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

CFTC Aligns CPO Regulation With JOBS Act, Provides Other Guidance for CPOs

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more

Good News For Companies Adopting Retrospective Approach To New FASB Revenue Recognition Standard

One of the critical questions that companies are facing under FASB’s new revenue recognition standard is whether companies that elect to follow a retrospective approach (applying the standard to both current and prior years —...more

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