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
On October 28, 2020, the U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, together with the directors of three SEC divisions, issued a joint statement relating to complex financial products. The statement...more
On July 12, 2017, FINRA issued guidance on its recent amendments to Rule 2232. The new requirements, which are scheduled to take effect on May 14, 2018, apply to transactions with retail (and not institutional, as defined in...more
FINRA’s Proposed Amendments to the Corporate Financing Rules – Impact on Structured Notes -
In April 2017, FINRA released a set of significant proposed amendments to its Rule 5110, known as the “Corporate Financing Rule.” ...more
5/1/2017
/ Broker-Dealer ,
Corporate Financing ,
Disclosure Requirements ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Hedging ,
Hotlines ,
Investors ,
Proposed Amendments ,
Structured Financial Products ,
Underwriting
Brexit and Structured Products: A Framework for Considering Disclosures -
The U.K.’s recent referendum to withdraw from the European Union has affected virtually all segments of the financial industry. The structured...more
8/13/2016
/ Administrative Proceedings ,
Broker-Dealer ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Distributors ,
Employee Retirement Income Security Act (ERISA) ,
ETFs ,
EU ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Fraud ,
Manufacturers ,
Negligence Standard ,
Referendums ,
Required Communications ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
UK ,
UK Brexit
On June 27, 2016, the Securities and Exchange Commission (the “Commission”) proposed amendments to the definition of “smaller reporting company” (SRC) that would expand the number of companies that have this status. These...more
In May 2016, FINRA filed with the SEC proposed revisions to its communications rules that include a few substantive revisions to existing rules, ease some burdensome filing requirements, and leave the door open for future...more
Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more
On February 26, 2016, FINRA issued a press release (http://www.finra.org/newsroom/2016/finra-approves-enhanced-price-disclosure-retail-investors-fixed-income-securities) announcing that its Board of Governors approved the...more
Is There a Standard Form of Rule 144A Representation Letter? -
My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why.
I would have hoped that by now there would be just one great...more
2/12/2016
/ Banking Sector ,
Broker-Dealer ,
Corporate Issuers ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Institutional Investors ,
IRS ,
Market Basket ,
Regulation S-K ,
Representations and Warranties ,
Rule 144A ,
Rule 15a-6 ,
Securities and Exchange Commission (SEC) ,
Structured Finance ,
Structured Financial Products ,
TLAC
Structured Products Offerings and Research Reports:
Introduction -
Structured products are sold by broker-dealers, many of which are affiliates of large investment banks. The equity research group of the same...more
11/6/2015
/ Binary Options ,
Broker-Dealer ,
Disclosure Requirements ,
Equity Research Rule ,
ETNs ,
Financial Industry Regulatory Authority (FINRA) ,
Global Systemically Important Financial Institutions (GSIFI) ,
License Agreements ,
Offerings ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Websites
Avoiding financial exploitation of older investors has been on our regulators’ radar screens for several years. With new rules proposed in October 2015, FINRA seeks to make investing safer for seniors and other vulnerable...more
10/28/2015
/ Brokers ,
Disclosure Requirements ,
Elder Issues ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Notice Requirements ,
Policies and Procedures ,
Proposed Regulation ,
Recordkeeping Requirements ,
Safe Harbors ,
Supervision ,
Training Requirements
U.S. Structured Warrant Programs:
Introduction -
U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more
10/17/2015
/ Advertising ,
Banking Sector ,
Broker-Dealer ,
Cease and Desist ,
Cooperation ,
Corporate Financing Rule ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Hedges ,
High Net-Worth ,
Institutional Investors ,
Internal Controls ,
Investors ,
Material Misstatements ,
Misleading Statements ,
Neither Admit Nor Deny Settlements ,
OCC ,
Omissions ,
Private Offerings ,
Prospectus ,
Public Offerings ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Structured Finance ,
Structured Financial Products ,
Survivor Benefits ,
Warrants
In This Issue:
- Key Regulators Speak at Structured Products Conference
- FINRA Shows Its CARDS; It Will Use Big Data to Review Suitability of Complex Products Sales
- FINRA’s Proposed Bond Mark-up...more
12/2/2014
/ Advertising ,
Big Data ,
Broker-Dealer ,
CARDS ,
Disclosure Requirements ,
Exchange-Traded Products ,
Financial Industry Regulatory Authority (FINRA) ,
Regulatory Agenda ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products
In This Issue:
- The 1996 Morgan Stanley Letter: Re-imagined at the Age of 18
- Structured CDs – Goodbye Regulation DD, Hello Regulation DD
- FCA Issues Fine in Relation to Structured Product...more
6/26/2014
/ Banks ,
Disclosure Requirements ,
EDGAR ,
European Securities and Markets Authority (ESMA) ,
Financial Products ,
Initial Public Offering (IPO) ,
Morgan Stanley ,
Public Disclosure ,
Regulation D ,
Securities ,
Securities and Exchange Commission (SEC) ,
Truth in Savings Act
In This Issue:
Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more
12/3/2013
/ Banks ,
Big-Boy Letters ,
CPO ,
Disclosure Requirements ,
Dodd-Frank ,
EMIR ,
EU ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Banks ,
LinkedIn ,
MiFID ,
Misrepresentation ,
Nasdaq ,
OCC ,
Regulation D ,
Rule 144A ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
In This Issue:
Complex Products and Conducting a Reasonable Basis Suitability Review; Guidelines for Presenting Backtested Performance Data; IOSCO Final Report on Principles for Financial Benchmarks; Protect Your...more