Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A...more
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date...more
On February 7, 2023, the Securities and Exchange Commission’s (SEC) Division of Examinations (EXAMs) announced its 2023 Examination Priorities (the “Priorities”), which highlight areas it expects to target in 2023...more
2/22/2023
/ Broker-Dealer ,
Compliance ,
Cryptocurrency ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Fair Valuation ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Libor ,
Mutual Funds ,
Private Funds ,
Registered Investment Advisors ,
Regulation Best Interest ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Suspicious Activity Reports (SARs)
Brokers who specialize in the sale or purchase of private companies (“M&A Brokers”) have long been an uncomfortable fit under the rules applying to securities broker-dealers. M&A Brokers typically provide advisory services to...more
In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA...more
The Financial Regulatory Authority (FINRA) recently issued a detailed report on compliance issues noted in its examination program.
In this alert, we discuss FINRA’s observations relating to Rule 2232, which requires...more
The Financial Regulatory Authority (“FINRA”) recently issued a comprehensive report on compliance issues noted in its examination program (the “Report”). The Report is intended to assist broker-dealers in identifying and...more
In October 2020, the Financial Industry Regulatory Authority (FINRA) proposed a rule amendment that would expand its filing requirements relating to private placements. Under the proposal, FINRA would amend its Rules 5122...more
Background-
For many years, small businesses and other private issuers have struggled to connect with investors when seeking to raise capital in a private offering. The amount of money being raised was sometimes too small...more
Last year, the Securities and Exchange Commission (“SEC”) adopted measures intended to enhance the protection of retail investors who engage financial professionals to assist them with investments. Regulation Best Interest...more
On March 30, 2020, the Securities and Exchange Commission (SEC) issued a no-action letter stating that the staff of the SEC’s Division of Trading and Markets would not recommend enforcement actions against broker-dealers that...more
FINRA recently published its 2019 Risk Monitoring and Examination Priorities Letter (“Priorities Letter”) highlighting topics upon which FINRA will focus in the coming year. Unlike letters in prior years, the Priorities...more
On July 2, 2018, the State of Massachusetts announced that it was investigating 10 broker-dealers that have 15% or more of their agents with current disciplinary incidents and that offer private placements to individual...more
In the third release comprising part of the package of proposed rules and forms related to broker-dealers’ and investment advisers’ standards of conduct, the Securities and Exchange Commission (the SEC or the “Commission”)...more
Background -
For many years, the distinction between investment advisers and broker-dealers was clear: investment advisers were counselors who were expected to provide advice that was in the best interest of their clients,...more
On February 15, 2018, the Enforcement Section of the Massachusetts Securities Division (the “Division”) of the Office of the Secretary of the Commonwealth charged a registered broker-dealer (the “Broker-Dealer”) that operated...more
2/16/2018
/ Best Interest Standard ,
Broker-Dealer ,
Cease and Desist ,
Compliance ,
Department of Labor (DOL) ,
Disgorgement ,
Enforcement Actions ,
Fiduciary Rule ,
Fines ,
Impartiality ,
Internal Controls ,
Retirement Plan ,
State Securities Regulators
Until recently, broker-dealers operating in the United States weren’t subject to a fiduciary standard when dealing with their retail clients.
The passage of the Dodd-Frank Act in 2010 included a provision enabling the...more
Background -
On June 9, 2017, key provisions of the fiduciary rule adopted by the Department of Labor (DOL) will become applicable for most broker-dealers, as well as many bankers, insurance agents, and others who make...more
The Financial Industry Regulatory Authority (“FINRA”) is conducting a retrospective review of the rules that govern outside business activities and private securities transactions to assess their effectiveness and efficiency....more
In April 2017, FINRA announced that it had revised its sanction guidelines for violations of its rules. The new revisions, among other things...more
U.S. Court of Appeals Upholds SEC’s Backtesting Finding -
In a 2016 case before the U.S. Court of Appeals for the D.C. Circuit, a former investment adviser lost a petition to review and vacate the decision of an SEC...more
On January 13, 2017, the U.S. Department of Labor (“DOL”) issued a second set of guidance on its new fiduciary rules, which are scheduled to become effective on April 10, 2017. The guidance was issued in the form of FAQs...more
A recent enforcement action by FINRA underscores the regulator’s continuing concern regarding how financial advisers are paid to sell investment products. In a case announced on November 28, 2016, a member firm settled...more
On October 27, 2016, the U.S. Department of Labor (“DOL”) issued initial guidance on its new fiduciary rules, which are scheduled to become effective on April 10, 2017. The guidance was issued in the form of FAQs and is...more
10/31/2016
/ Broker-Dealer ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
Financial Adviser ,
Financial Institutions ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Recruitment Incentives ,
Retirement Plan
On October 27, 2016, the U.S. Department of Labor (DOL) issued initial guidance on its new fiduciary rules, which are scheduled to become effective on April 10, 2017. The guidance was issued in the form of FAQs and is...more
10/28/2016
/ Best Interest Contract Exemptions ,
Broker-Dealer ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Rule ,
Financial Adviser ,
Financial Institutions ,
Incentive Compensation ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Principal Transaction Exemption ,
Retirement Plan