On 20 September 2017, the European Commission published a package of measures designed to increase the powers of the three European Supervisory Authorities (ESAs), primarily by transferring certain powers of regulation and...more
Canadian Bail-in and TLAC Rules: Impact on Structured Notes Offered in the United States -
Introduction -
In June 2017, the Canadian government released draft regulations relating to “bail-in instruments” issued by...more
The EU’s new Prospectus Regulation was published in the Official Journal of the EU on 30 June 2017 and enters into force 20 days after such date, so 20 July 2017. The vast majority of its provisions will have effect from 21...more
Implementing the DOL Fiduciary Rule -
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...more
On 4th May 2017, the European Commission announced its proposals to amend the current European Market Infrastructure Regulation (Reg. No. 648/2012) (“EMIR”). The proposals stem from its public consultation and Call for...more
SEC Rolls Out “POSITIER” -
The SEC’s Office of the Investor Advocate used a recent March 9, 2017 open meeting and related “Evidence Summit” to announce its new investor research initiative, “POSITIER.”1 This new acronym...more
4/14/2017
/ Banking Sector ,
Banks ,
Canada ,
EU ,
European Commission ,
Financial Industry Regulatory Authority (FINRA) ,
Hyperlink ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
RTS ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
XBRL Filing Requirements
The UK’s Financial Conduct Authority (“FCA”) published a “Dear CEO” letter on 28 February 2017 that requires urgent action from firms which operate a loan-based crowdfunding platform that facilitates loans to lending...more
Charting New and Dangerous Waters -
Lloyd George and Epictetus may be long gone but their words have much resonance with the events of 2016. The political fallout from the UK’s vote to leave the European Union (“EU”)...more
1/17/2017
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Banking Reform ,
Basel III ,
Capital Markets Union ,
Deposit Insurance ,
EMIR ,
EU ,
EU Benchmark Regulation ,
European Economic Area (EEA) ,
MiFID II ,
MREL ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Prospectus ,
Ring-Fencing ,
Shadow Banking ,
TLAC ,
UCITS ,
UK ,
UK Brexit
Final TLAC Rules and Structured Products -
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding long-term debt and total loss absorbing...more
12/27/2016
/ Depository Institutions ,
EU ,
EU Benchmark Regulation ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Banks ,
Global Systemically Important Banks (G-SIBs) ,
Holding Companies ,
IRS ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Popular ,
Regulatory Agenda ,
Section 871(m) ,
Structured Financial Products ,
TLAC ,
UK ,
UK Brexit
FDIC Adopts New Recordkeeping Requirements for Large Banks – Modifies Original Proposal as to Brokered CDs -
In November 2016, the FDIC approved a final rule establishing recordkeeping requirements for insured...more
12/13/2016
/ Banks ,
Big Data ,
Department of Labor (DOL) ,
EU ,
FDIC ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
IRS ,
MREL ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
The European Commission (“Commission”), on 23 November 2016, released its legislative proposals to amend the EU’s Bank Recovery and Resolution Directive (“BRRD”) to provide more detailed rules relating to the setting of MREL...more
12/12/2016
/ Bank Recovery and Resolution Directive (BRRD) ,
Banks ,
Bonds ,
Capital Requirements Regulation (CRR) ,
EU ,
European Commission ,
Holding Companies ,
Insolvency ,
MREL ,
Structured Financial Products ,
Subordination ,
TLAC
On 23rd November 2016, the European Commission released a package of banking legislation reforms. Some of these were expected – in particular those related to the minimum requirement for eligible liabilities and own funds...more
Structured Products Legal and Regulatory Conference: November 2016 -
In November 2016, Morrison & Foerster LLP sponsored Risk magazine’s annual structured products legal and regulatory conference in Washington, D.C. ...more
The EU Regulation on Market Abuse (“MAR”) prohibits a person from unlawfully disclosing inside information relating to securities within the scope of the legislation. An unlawful disclosure is made when a person possesses...more
10/25/2016
/ Compliance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Securities and Markets Authority (ESMA) ,
Financial Instruments ,
Market Abuse ,
Market Soundings ,
MTFs ,
Recordkeeping Requirements ,
Safe Harbors ,
Securities
The EU Regulation on Market Abuse (“MAR”) came into effect on 3 July 2016, replacing the previously existing Market Abuse Directive and expanding the application of the EU’s market abuse regime. In addition to detailing...more
10/25/2016
/ Buyback Programs ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Securities and Markets Authority (ESMA) ,
Financial Instruments ,
Investment ,
Market Abuse ,
MTFs ,
Municipal Securities Issuers ,
PDMR
On 11 July 2016, the European Banking Authority (“EBA”) published a draft of its second Report on the monitoring of Additional Tier 1 (“AT1”) instruments of EU institutions. The Report was undertaken pursuant to Article 80...more
The United Kingdom has voted in a referendum by a narrow majority to leave the European Union (“Brexit”). The outcome of the referendum will have far-reaching consequences on financial markets and international capital...more
6/30/2016
/ Capital Raising ,
EFTA ,
EU ,
European Economic Area (EEA) ,
Financial Markets ,
Free Trade Agreements ,
Member State ,
Norwegian Model ,
Offerings ,
Prospectus ,
Referendums ,
Securities ,
UK ,
UK Brexit
Background -
The integrity of benchmarks used in financial transactions has been the subject of increasing focus from regulators since the investigations into manipulation of the setting of LIBOR, EURIBOR and other...more
6/14/2016
/ Benchmarks ,
Commodities ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Transactions ,
Interest Rates ,
IOSCO ,
Libor ,
Market Abuse ,
MiFID II
On 8 March 2016, the three European Supervisory Authorities (ESAs) published their final draft regulatory technical standards in relation to the collateralisation of non-centrally cleared derivatives. The standards are to...more
3/18/2016
/ Basel Committee on Banking Supervision (BCBS) ,
Collateral ,
Counterparties ,
Derivatives ,
EMIR ,
Endangered Species Act (ESA) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Exceptions ,
Exemptions ,
IOSCO ,
Margin Requirements ,
Over The Counter Derivatives (OTC) ,
Popular ,
Regulation Technical Standards (RTS)
2016 will mark the eighth anniversary of the collapse of Lehman Brothers and the raft of regulatory reforms introduced in the aftermath of that event and the wider financial crisis will continue to be implemented during the...more
2/5/2016
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Banking Reform ,
Benchmarks ,
Capital Markets Union ,
Corporate Counsel ,
CRD IV Directive ,
EMIR ,
EU ,
Financial Conduct Authority (FCA) ,
Global Systemically Important Financial Institutions (GSIFI) ,
Market Abuse ,
MiFID II ,
MREL ,
Prospectus ,
Ring-Fencing ,
Securitization ,
Senior Managers Insurers Regime (SMIR) ,
Shadow Banking ,
TLAC ,
UK ,
Young Lawyers
The Bank of England (“BoE”) recently published a consultation paper1 (“Consultation”), detailing its approach to setting a minimum requirement for own funds and eligible liabilities (“MREL”) to be maintained by UK banks and...more
ESMA Final Report on Complex Debt Instruments and Structured Deposits -
On 26 November 2015, the European Securities and Markets Authority (“ESMA”) published its Final Report on its “Guidelines on complex debt...more
12/15/2015
/ Banking Sector ,
Department of Labor (DOL) ,
Derivatives ,
EU ,
EURIBOR ,
European Securities and Markets Authority (ESMA) ,
Exchange-Traded Products ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
MiFID II ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Structured Finance
This article summarises potential new European regulatory obligations that may arise for any financial entity, whether located inside or outside of the European Union, that regularly or occasionally enters into securities...more
On 9 November 2015, the Financial Stability Board (FSB) published its final principles on the loss-absorbing and recapitalisation capacity of global systemically important banks (G-SIBs) in resolution together with a final...more
OCIE Issues Risk Alert Relating to Structured Note Sales -
Earlier this year, the SEC’s Office of Compliance Inspections and Examinations (the “OCIE”) indicated branch offices and structured products as two of its...more
9/1/2015
/ Broker-Dealer ,
Compensation Standards ,
Derivatives ,
EDGAR ,
Endangered Species Act (ESA) ,
EU ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Internal Communications ,
IRS ,
Loss Contingencies ,
NASD ,
OCIE ,
Risk Alert ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Structured Finance ,
Training ,
UK ,
Underwriting