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Request for Comments on FinCEN and SEC rule on CIP

The SEC and FinCEN Request Comments on their Proposed Rule on Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers - The Securities and Exchange Commission (“SEC”) and the...more

SEC Adopts Rules Requiring Certain Trading Entities, Including Certain Investment Advisers and Private Funds, to Register as...

Section 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) defines a “dealer” as “any person engaged in the business of buying and selling securities […] for such person’s own account...more

SEC Approves FINRA Supervisory Control Rules Expanding Remote Work Options for Broker-Dealers

Financial Industry Regulatory Authority (“FINRA”) supervisory control rules require each securities broker-dealer that is a member of FINRA to categorize every location from which the business of the broker-dealer is...more

Bye-Bye Big Boys? The SEC Turns its Enforcement Focus to Private Deals

On April 4, 2023, the U.S. Securities and Exchange Commission (“SEC”) filed suit against Charlie Javice, the 31-year-old founder of Frank, a student loan and financial aid assistance company. That same day, the U.S....more

Repairing A “Crack” in Insider Trading Regulation: SEC Rule 10b5-1 Trading Plans Face Increased Scrutiny

SEC Rule 10b5-1 plans have long provided an effective means for corporate insiders to buy and sell their own company’s securities without fear of civil or criminal insider trading liability, but these plans have come under...more

ESG Agenda

BlackRock Doubles Down on Sustainability - • BlackRock signals substantially more assertive posture on climate-related issues • New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more

SEC and FINRA Emphasize Cybersecurity, AML, and Reg BI as Key Areas of Focus for Broker-Dealer Examinations in 2021

The U.S. Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) have each published their annual examination priorities for 2021, signaling areas of scrutiny that broker-dealers should...more

SEC Division of Examinations – 2021 Priorities

On March 3, 2021, the SEC’s Division of Examinations (“Division” or “EXAMS”) published its annual Examination Priorities Report, which identified eight primary areas of focus for Fiscal Year 2021. While many of these...more

SEC Kicks Off 2021 Agenda With Intense Focus on ESG Disclosures

The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more

SEC Brings Action Against Morningstar Alleging Undisclosed CMBS Rating Adjustments

On February 16, 2021, the SEC filed a litigated civil complaint in the Southern District of New York against Morningstar Credit Ratings LLC, a former Nationally Recognized Statistical Rating Organization (“NRSRO”) alleging...more

Surprise Year-End SEC Disgorgement Legislation Settles Some Issues but Raises Others

The legitimacy and scope of the SEC’s “disgorgement” remedy have been the focus of increasing scrutiny for the better part of the past decade. Among other things, two Supreme Court decisions in the past four years placed...more

Widening the Aperture Beyond Retail-Focused Advisers

SEC Enforcement and Exams Likely to Focus More on Private Funds in the New Administration - For the next several weeks and months, intense focus will be trained on determining the priorities of the Biden administration. We...more

SEC Examiners Warn of COVID-Related Compliance Risks for Broker-Dealers and Investment Advisers

The Securities and Exchange Commission (“SEC”) last week published its observations from the first five months operating the SEC’s national examination program during the ongoing COVID-19 pandemic. This is the latest...more

OCIE’S Latest Risk Alert: Another Warning Shot for Private Fund Advisers

On June 23, 2020, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) published a Risk Alert, Observations from Examinations of Investment Advisers Managing Private Funds (the “Risk Alert”), detailing their...more

What is New After Liu: Unsettled Questions Surrounding SEC Disgorgement

On June 22, 2020, in Liu v. SEC, the Supreme Court held in an 8-1 decision that the SEC is authorized under 15 U.S.C. § 78u(d)(5) (2015) to seek disgorgement as “equitable relief” in district court actions, as long as the...more

Impostor Syndrome and Its Impact on Women in Finance

Jennifer Morgan, a partner in King & Spalding’s Real Estate Private Equity practice, introduced Dr. Young to a packed audience that included high-profile attendees from banks, private equity funds, asset managers, rating...more

The Lasting Impact of Kokesh: Footnote 3 and Beyond

In June 2017, the Supreme Court held in Kokesh v. SEC that SEC disgorgement is a penalty, rather than an equitable remedy, and thus subject to the five-year statute of limitations codified in 28 U.S.C. § 2462. More than two...more

Novel Concerns in FINRA's 2019 Risk Monitoring and Examination Priorities Letter

On January 22, 2019, FINRA released its 2019 Annual Risk Monitoring and Examination Priorities Letter (the “Priorities Letter”). Late last year, as part of FINRA360 – the organization’s ongoing improvement initiative – FINRA...more

FINRA Incentivizes Member Firms to Self-Report and Remediate 529 Plan Deficiencies

On January 28, 2019, FINRA announced a novel leniency initiative that will offer no-fine enforcement resolutions for member firms that self-report supervisory deficiencies related to recommendations of 529 savings plans and...more

FINRA Offers Member Firms Continued Guidance on Cybersecurity

On December 20, 2018, the Financial Industry Regulatory Authority (FINRA) issued a “Report on Selected Cybersecurity Practices” (the “Report”) as part of its ongoing efforts to assist broker-dealer firms in developing...more

The Catch with Kokesh: Insurers Refusing to Cover Disgorgement to SEC

In the wake of the Supreme Court’s unanimous decision in Kokesh v. SEC, which defined disgorgement as a penalty subject to the five-year statute of limitations, we observed that the decision was likely to have far-reaching...more

To Tweet Or Not To Tweet? Lessons In Careful Use Of Social Media

We live in a social media age where even foreign policy is announced via Twitter with ease and speed. But recent events serve as a reminder to public companies that the federal securities laws operate as an important...more

Echoes of the Brand Memo: Agencies Issue Statements Limiting the Use of Guidance Documents

Following the lead of the Department of Justice, several agencies issued statements disclaiming guidance as legally binding authority. The Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation,...more

Cui Bono? The ( Latest ) Personal Benefit Test in Insider Trading Cases

In the last four years, the Federal Courts of Appeal and the Supreme Court have addressed the significant question of what constitutes a personal benefit in determining whether an insider has breached a fiduciary duty in...more

The SEC Is Sending Signals Regarding Advisory Fees and Expenses — Are Investment Advisers Listening?

In recent years, the U.S. Securities and Exchange Commission’s Office of Inspections and Examinations (“OCIE”) has prioritized, in its examinations, the review of the fee billing and expense practices of investment advisers....more

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