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Securities and Exchange Commission (SEC) Intermediaries

BakerHostetler

SEC Chair Stands Firm: ‘Vast Majority' of Cryptocurrency Tokens Are Securities

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Takeaways - ..U.S. Securities and Exchange Commission (SEC, or Commission) Chair Gary Gensler reaffirmed his view that the “vast majority” of cryptocurrency tokens are securities, and recent agency enforcement actions...more

ArentFox Schiff

Managing Third-Party Risk: Recent FCPA Action Reflects Government’s Continued Focus on Intermediaries

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Amec Foster Wheeler Energy Limited (the Company), a subsidiary of John Wood Group plc (Wood), a United Kingdom-based global engineering company, agreed to pay more than $41 million in penalties and disgorgement for alleged...more

Faegre Drinker Biddle & Reath LLP

3 FCPA Compliance Lessons From Microsoft's Settlement

Microsoft’s recent settlement with the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) over violations of the Foreign Corrupt Practices Act (FCPA) sheds light on the DOJ’s new Corporate Enforcement...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Final Auditor Independence Loan Rule

On June 18, 2019, the Securities and Exchange Commission (“SEC”) adopted final amendments to Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) to clarify the analysis that must be conducted to determine whether an...more

The Volkov Law Group

Walmart’s Recipe for Corruption Disaster: Rapid International Growth without a Compliance Program Foundation (Part II of III)

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The Walmart case, from a big picture standpoint, represents a serious warning to all global companies committed to rapid international growth.  In the absence of a significant and sustained commitment to compliance, rapid...more

King & Spalding

Tokyo Dispute Resolution and Crisis Management Newsletter - April 2018

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Introduction - Recent actions involving conduct in Asia highlight the increasing complexity and global coordination of anti-corruption efforts. Though large settlements with Odebrecht and Braskem in 2016 have kept the...more

Farrell Fritz, P.C.

Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers?

Farrell Fritz, P.C. on

Since 2014, many private company mergers and acquisitions intermediaries have chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their...more

Morrison & Foerster LLP - JOBS Act

SEC Releases White Paper on Crowdfunding

On February 28, 2017, the SEC released a white paper analyzing crowdfunded offerings during the first six months following the effective date of Regulation Crowdfunding (May 16, 2016). The white paper noted that crowdfunding...more

Morrison & Foerster LLP

A Case of Appendicitis: SEC Staff Guidance on Sales Load Variation Disclosures Sends Funds Scrambling

A Guidance Update published in December 2016 by the SEC’s Division of Investment Management has sent funds scrambling to beef up prospectus disclosures to accommodate changes to fees charged by financial intermediaries before...more

Dechert LLP

Mutual Fund Sales by Intermediaries – Fall-Out from DOL Fiduciary Rule and FINRA Enforcement

Dechert LLP on

Mutual fund sales and distribution arrangements are once again under review. It has been reported that fund intermediaries are re-examining their practices relating to sales charges, share class structures and product...more

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

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Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more

Morgan Lewis

SEC Staff Issues Guidance on Mutual Fund Distribution Arrangements

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Recently issued SEC staff guidance reminds mutual fund directors of their obligations to evaluate fund payments to financial intermediaries and emphasizes investment advisers’ and other service providers’ obligation to...more

K&L Gates LLP

Joining the Crowd: SEC Adopts Final Crowdfunding Regulations - Part III - Intermediaries

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On October 30, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules in the form of Regulation Crowdfunding to implement the securities-based crowdfunding exemption in Section 4(a)(6) of the Securities Act...more

Carlton Fields

SEC Provides Long-Awaited Guidance on Fund Distribution and Sub-Accounting Fees

Carlton Fields on

Guidance Update No. 2016-01, published this month by the SEC’s Division of Investment Management, provides extensive guidance concerning the possibility that payments from mutual funds are being used to promote sales of the...more

Katten Muchin Rosenman LLP

SEC Issues Guidance on Mutual Fund Payment of Distribution Fees to Intermediaries

On January 6, the staff of the Securities and Exchange Commission's (SEC's) Division of Investment Management issued Guidance Update 2016-01, "Mutual Fund Distribution And Sub-Accounting Fees" (the "Guidance"). The Guidance...more

Dorsey & Whitney LLP

Crowdfunding Part 2 - Initial and Ongoing Disclosure Requirements

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On October 30th, the Securities and Exchange Commission (the “SEC”) adopted new crowdfunding rules, referred to as Regulation Crowdfunding. The rules were mandated by the Jumpstart Our Business Startups Act of 2012, with the...more

Morrison & Foerster LLP

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more

Morrison & Foerster LLP - JOBS Act

Unlawful Crowdfunding? — SEC Institutes Public Administrative and Cease-and-Desist Proceeding Against Unregistered Broker-Dealer

In a proceeding on September 28th, the SEC ordered a public hearing to be held before an Administrative Law Judge within the next two months. Further, the SEC ordered the Respondent and two companies under his control, to...more

K&L Gates LLP

SEC Announces First “Distribution in Guise” Case

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The Securities and Exchange Commission (“SEC”) on September 21, 2015, brought the first of its long-awaited “distribution in guise” cases against a mutual fund adviser and distributor. The case follows a number of warnings...more

Morrison & Foerster LLP - JOBS Act

No Portal Necessary

With increasing frequency, we are asked whether an issuer that is considering a Regulation A offering is required to engage or use the services of a funding portal. In short, NO. A funding portal is a new type of financial...more

Troutman Pepper

The SEC Releases the First Distribution-In-Guise Enforcement Action Concerning Fund Assets Used to Pay For Marketing and...

Troutman Pepper on

The SEC’s order provides significant guidance on how the SEC staff will scrutinize the propriety of payments made pursuant to commonly occurring agreements between mutual funds and their service providers and with respect to...more

Morrison & Foerster LLP - JOBS Act

Treatment of “Finders” and Disclosure Effectiveness Discussed at SEC Advisory Committee Meeting

During their July 15 open telephone meeting, the SEC’s Advisory Committee on Small and Emerging Companies continued discussion on the regulatory treatment of “finders” and disclosure effectiveness relating to small...more

Allen Matkins

SEC Proposes Regulations Related to Crowdfunding (Part 1)

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The Securities and Exchange Commission ("SEC") proposed for comment new regulations on Crowdfunding. Crowdfunding is the general term used to describe a new way of raising capital using the Internet. A crowdfunding...more

Pierce Atwood LLP

Issues Involving "Finders" And Other Intermediaries In Private Placements Following SEC Repeal Of General Solicitation Ban

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The imminent repeal of the SEC’s long standing prohibition on general solicitation in private placements conducted under Regulation D (provided that only accredited investors purchase securities in such a transaction)...more

The Volkov Law Group

Drilling Down On Due Diligence: Raising The Bar

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I am sure Justice Department and Securities and Exchange Commission lawyers sometimes sit back and marvel at the world they have helped create – Companies are devoting more resources to the due diligence process for screening...more

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