On July 1, 2024, the Securities and Exchange Commission adopted a new registration framework for registered index-linked annuity (RILA) contracts. RILA contracts allow investors to allocate purchase payments to one or more...more
On July 1, 2024, the Securities and Exchange Commission (SEC) announced new rules for registered index-linked annuities (RILAs) and registered market-value adjustment annuities (MVAs). The new rules will significantly impact...more
Last Lap in SEC RILA Rulemaking Critical Unresolved Issues -
Congress directed the SEC to adopt a new registration statement for registered indexed annuities (RILAs) by the end of June. Several months ago, the SEC...more
5/29/2024
/ Artificial Intelligence ,
Broker-Dealer ,
CFTC ,
Climate Change ,
Cybersecurity ,
Disability Discrimination ,
Disclosure Requirements ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Investment Adviser ,
Investment Management ,
Life Insurance ,
NAIC ,
NLRB ,
Private Equity ,
Private Funds ,
Private Placements ,
Proposed Legislation ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Whistleblower Protection Policies ,
Whistleblowers
On February 6, 2024, the SEC adopted new rules under the Securities Exchange Act of 1934 (Exchange Act), to expand the scope of “dealers” and “government securities dealers” required to register under the Exchange Act, become...more
5/24/2024
/ Broker-Dealer ,
Financial Industry Regulatory Authority (FINRA) ,
Government Securities ,
Investment ,
New Rules ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Securities Transactions ,
Traders
Recent SEC actions relating to the definition of “dealer” under the Securities Exchange Act of 1934 may enable the SEC to start cracking the whip over more persons who actively trade securities for their own account “as part...more
FINRA issued its 2024 Annual Regulatory Oversight Report on January 9, 2024, providing a glimpse into FINRA’s current regulatory oversight of member firms and their registered personnel in 27 topic areas....more
1/19/2024
/ Annual Reports ,
Anti-Money Laundering ,
Artificial Intelligence ,
Cryptoassets ,
Cybersecurity ,
Due Diligence ,
Financial Crimes ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Money Laundering ,
Popular ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
Funds Not Caged by SEC Names Rule Amendments: Roaming Room Remains -
The SEC recently adopted amendments to its investment company “names” rule that apply to most SEC-registered funds, including underlying funds in which...more
1/11/2024
/ Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Insurance Industry ,
Investment Funds ,
Life Insurance ,
Proposed Rules ,
Putative Class Actions ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Traders ,
Whistleblowers
I. INTRODUCTION AND OVERVIEW -
Gary Gensler’s tenure-to-date as Chairman of the Securities and Exchange Commission (“SEC”) is striking for its exceptionally active rulemaking agenda. Two rulemakings of tremendous import to...more
11/9/2023
/ Advertising ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Statements ,
Investment Management ,
Proposed Amendments ,
Regulatory Agenda ,
Rulemaking Process ,
SEC Advertising Rule ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
Regulators Hit Jackpot: Off-Channel Communications -
Several years before announcing the first “off-channel” communications enforcement action, the SEC and FINRA cautioned broker-dealers and investment advisers about...more
10/11/2023
/ Annuities ,
Artificial Intelligence ,
Best Interest Standard ,
Breach of Contract ,
Class Action ,
COBRA ,
Consumer Financial Products ,
Consumer Insurance Products ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employment Litigation ,
Federal Arbitration Act ,
Financial Contracts ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Health Insurance ,
Insider Trading ,
Insurance Fraud ,
Insurance Litigation ,
Insurance Regulations ,
Interlocutory Appeals ,
Investment Management ,
Life Insurance ,
Money Market Funds ,
Mutual Funds ,
NAIC ,
NLRA ,
NLRB ,
No-Action Letters ,
Non-Compete Agreements ,
NYDFS ,
Regulatory Requirements ,
Retirement ,
Robocalling ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
State and Local Government ,
Wage and Hour
Several years before announcing the first “off-channel” communications enforcement action, the SEC and FINRA cautioned broker-dealers and investment advisers about problematic record-keeping practices involving the use of...more
9/29/2023
/ Broker-Dealer ,
CFTC ,
Electronic Communications ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Financial Services Industry ,
Investment Adviser ,
Recordkeeping Requirements ,
Regular Business Communications ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Texting ,
WhatsApp
For broker-dealers distributing and selling variable annuities, examinations will test for compliance with Reg BI and FINRA Rule 2330 because both standards apply to variable annuity sales. Firms distributing and selling...more
FINRA intends to conduct 1,000 Regulation Best Interest (Reg BI) examinations — covering almost one-third of FINRA member firms — by year-end....more
More than 25 years have elapsed since the SEC adopted Exchange Act Rule 17a-4(f) governing electronic recordkeeping by broker-dealers. In an effort to update the rule to reflect “technology neutral” concepts, the SEC adopted...more
More than 25 years have elapsed since the SEC adopted Exchange Act Rule 17a-4(f) governing electronic recordkeeping by broker-dealers. In an effort to update the rule to reflect “technology neutral” concepts, the SEC adopted...more
On January 10, 2023, FINRA issued its 2023 Report on FINRA’s Examination and Risk Monitoring Program to provide “insight into findings from the recent oversight activities of FINRA’s Member Supervision, Market Regulation and...more
On November 1, 2022, FINRA issued Regulatory Notice 22-23, which provides member firms with guidance on succession planning. Although the notice imposes no new legal or regulatory requirements, it provides insight into how...more
Recent settled enforcement actions illustrate FINRA’s expansive view of what it means to “participate” in a private securities transaction. Private securities transactions, sometimes characterized as “selling away,” involve...more
Like farmers uncertain about what crop to plant, the SEC and FINRA continue to cast about for ways to enhance their regulatory framework for “complex” products, particularly with regard to retail investor understanding. The...more
On February 9, 2022, FINRA issued the 2022 Report on FINRA's Examination and Risk Monitoring Program to provide firms with "information that may help their compliance programs." The 2022 report addresses 21 topic areas. For...more
Social media influencers are individuals, sometimes celebrities, who help businesses gain customers through social media communications. Influencers may communicate, for example, on TikTok, Facebook, Instagram, YouTube,...more
Not long after the SEC adopted Regulation Best Interest (Reg BI) and the related Form CRS Relationship Summary in June 2019, the SEC Office of Compliance Inspections and Examinations (now the Division of Examinations) issued...more
Continued FINRA Focus -
If regulatory developments in 2020 are any indication, FINRA’s efforts to protect senior customers from financial exploitation and vulnerability will continue in 2021 and beyond....more
The SEC has approved amendments to FINRA’s corporate financing rule. The purpose of the rule is to allow FINRA to determine that public offering terms and conditions are not unfair, unreasonable, or inconsistent with FINRA...more
The standard of conduct for broker-dealers is quickly becoming a crazy quilt of securities regulation. Apparently unsatisfied with the standard established under SEC Regulation Best Interest (Reg BI), some state securities...more
4/21/2020
/ Best Interest Standard ,
Broker-Dealer ,
Disclosure Requirements ,
Duty of Loyalty ,
Fiduciary Duty ,
Investment Adviser ,
Investment Management ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Standard of Conduct
As the June 30, 2020, compliance date approaches, broker-dealers are taking steps to implement Regulation Best Interest (Reg BI), which establishes a new standard of conduct when making recommendations to retail customers of...more
2/6/2020
/ Best Interest Standard ,
Broker-Dealer ,
Conflicts of Interest ,
Consumer Insurance Products ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Investment Adviser ,
Investment Management ,
Life Insurance ,
Regulation Best Interest ,
Regulation BI ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Standard of Conduct