The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more
On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative...more
During this yesterday's open meeting of the U.S. Securities and Exchange Commission (the “SEC”), the Commissioners unanimously voted to adopt amendments to remove references to credit ratings from Regulation M, and replace...more
The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more
On March 23, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to remove references to credit ratings from Regulation M, replace them with alternative measures of creditworthiness and impose...more
In This Issue. The U.S. Securities and Exchange Commission (SEC) proposed rules to include certain significant market participants as “dealers” or “government securities dealers” to essentially eliminate the trader exclusion...more
The SEC proposed amendments that would remove the investment grade rating exemptions from Rules 101(c)(2) and 102(d)(2) of Regulation M. The Dodd-Frank Wall Street Reform and Consumer Protection Act called for the SEC to...more
In the News. The Office of the Comptroller of the Currency (OCC) issued a long-awaited rule seeking comment on its proposed approach to determine the Community Reinvestment Act (CRA) evaluation measure benchmarks, retail...more
Last week, the New York Stock Exchange (NYSE) filed proposed rule changes with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Currently, direct listings...more
On September 26, 2019, the Securities and Exchange Commission (“SEC”) adopted a new rule to modernize the regulation of most exchange-traded funds (“ETFs”). Rule 6c-11 (the “Rule”) under the Investment Company Act of 1940, as...more
Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more
In This Issue. Federal banking regulators proposed the long-awaited “community bank leverage ratio,” which would exempt community banks with a leverage ratio of at least 9% from Basel III capital requirements; the Federal...more
Spotify Technology S.A. went public on April 3, 2018 through a direct listing of its shares on the New York Stock Exchange. Key Points: ..A direct listing is an innovative structure that provides companies with an...more
Editor's Note - A Rare Example of Common Sense From Washington. On November 13, Senate Banking Committee Chairman Mike Crapo (R-Idaho) and four Democratic members of the committee announced an agreement on legislative...more
What is an "at-the-market" offering? - An "at-the-market" offering is an offering of securities into an existing trading market for outstanding shares of the same class at other than a fixed price on, or though the...more
Regulatory Developments: FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults - On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more
In this Issue: Last week brought news of several enforcement actions by the SEC against investment advisers on a number of issues: Rule 105 of Regulation M, improper withdrawals characterized as management fees, violation of...more
Nearly five years ago, the SEC launched an extensive "crackdown" on violations of Rule 105 of Regulation M, which prohibits short selling securities and then participating in secondary offerings of the same securities within...more
In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in...more
A key part of the new “get tough” enforcement doctrine is omnipresence – that is, creating the impression that the SEC’s Division of Enforcement is everywhere all the time. This theory, a variation of the “cop on the beat”...more
You are working on the IPO of Genco, a diversified agribusiness with exciting new technology set to revolutionize the production of olives. Members of the Board of Directors like the stock (and the olive oil), and want to...more
On September 17, 2013, the Securities and Exchange Commission (the “SEC”) announced enforcement actions against 23 firms for violations of Rule 105 of Regulation M. Rule 105 prohibits the purchase of securities in a follow-on...more
The SEC’s Office of Compliance Inspections and Examinations issued a National Exam Program Risk Alert (the “Risk Alert”) highlighting compliance issues relating to Rule 105 of Regulation M of the Securities Exchange Act of...more
Recent SEC enforcement actions demonstrate the SEC’s increased focus on violations of Rule 105 of Regulation M. On September 17, 2013, the Securities and Exchange Commission (the SEC) announced enforcement actions...more
Non-Enforcement Matters - SEC to Monitor Fund Performance Claims - Suit Against Exchange Traded Funds’ Investment Adviser Dismissed - Counterparty Risk Management Practices for Mutual Funds. ...more