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FINRA Updates Form For Private Placement Filings

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

FINRA Issues Reminder Relating To Mark-Up Disclosure Requirements For Structured Notes

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

FINRA Issues Comprehensive Guidance On Compliance And Risk Monitoring

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

SEC Continues Enforcement Actions Relating to Complex Exchange-Traded Products - Structured Thoughts

On November 13, 2020, the SEC announced that it had settled actions against several investment advisory firms and firms dually-registered as broker-dealers and investment advisers. These actions relate to unsuitable sales of...more

FINRA Proposes Additional Filing Requirements For Private Placements

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

Structured Thoughts - News For The Financial Services Community - October 2020

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

SEC Clarifies SPAC Eligibility For Short-Form Registration

In September 2020, the U.S. Securities and Exchange Commission (SEC) attempted to clarify the extent to which a special purpose acquisition company (SPAC) can use the short-form Form S-3 to register securities after...more

FINRA Provides Guidance On Retail Communications In Private Placements

In July 2020, FINRA issued Regulatory Notice 20-21, which is designed to provide guidance to broker-dealers in connection with their creation and use of retail communications relating to private placements. The notice...more

Structured Thoughts: News for the Financial Services Community, Volume 10, Issue 6

In this issue of Structured Thoughts, we discuss: ..European Commission consultation on EU benchmark regulation ..FINRA: Suitability and sales practices remain an issue ..SEC charges Switzerland-based dealer for selling...more

Structured Thoughts: News for the Financial Services Community, Volume 10, Issue 5

In this issue of Structured Thoughts, we discuss: ..FINRA sanctions for a broker for failing to reasonably supervise sales of complex securities. ..NASAA’s report warning about the risks of leveraged and/or inverse...more

Structured Thoughts: News for the Financial Services Community, Volume 10, Issue 4

In this issue of Structured Thoughts, we discuss: ..The SEC’s newly released margin rules for security-based swap dealers. ..U.K.’s Financial Conduct Authority consultation on its proposal to ban the sale, marketing, and...more

Structured Thoughts: News for the Financial Services Community, Volume 10, Issue 3

In this issue of Structured Thoughts, we discuss: ..New Regulation Best Interest, and its impact on the structured products market. ..The SEC’ June 2019 request for comment on simplifying, harmonizing and improving the...more

Structured Thoughts: News for the Financial Services Community, Volume 10, Issue 2

FINRA’S PROPOSED AMENDMENTS TO THE CORPORATE FINANCING RULE – IMPACT ON STRUCTURED NOTE OFFERINGS - On April 11, 2019, FINRA filed with the SEC a diverse set of proposed revisions to Rule 5110, its Corporate Financing...more

Structured Thoughts: News for the Financial Services Community, Volume 10, Issue 1

FINRA RESTATES AND UPDATES GUIDANCE AS TO PRE-INCEPTION INDEX PERFORMANCE DATA - In a January 2019 interpretative letter, the Financial Industry Authority (FINRA) provided guidance to a registered broker-dealer as to the...more

Structured Thoughts: News for the Financial Services Community, Volume 9, Issue 7

FINRA EXAMINATION FINDINGS AND STRUCTURED PRODUCT SALES - On December 7, 2018, FINRA released its report describing its examination findings. A number of FINRA’s findings in the report directly relate to the structured...more

Structured Thoughts: News for the financial services community Volume 9, Issue 6

SEC FINES BROKER-DEALER FOR UNSUITABLE SALES OF LEVERAGED ETNS - In September 2018, the SEC fined a New York-based broker-dealer in connection with unsuitable sales of leveraged ETNs linked to the price of crude oil....more

Structured Thoughts: News for the financial services community Volume 9, Issue 5

UK FINANCIAL CONDUCT AUTHORITY CALLS FOR INPUT ON PRIIPS - On July 26, 2018, the Financial Conduct Authority (FCA) of the United Kingdom issued a Call for Input in relation to the Packaged Retail and Insurance-based...more

FINRA Asks Members: What Are You Doing with Digital Assets?

In a July 2018 regulatory notice, FINRA has requested that members notify it if they engage, or intend to engage, in any activities related to digital assets, such as cryptocurrencies. In addition, until July 31, 2019, FINRA...more

Massachusetts Takes on Risky Broker-Dealers That Offer Private Placements

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

Structured Thoughts: News for the financial services community Volume 9, Issue 4

SEC FINES BROKER-DEALER FOR EARLY RESALES OF STRUCTURED NOTES - On June 25, 2018, the SEC announced that a broker-dealer settled charges relating to inappropriate resales of structured notes. The SEC determined that the...more

SEC Proposes Simplified Relationship Summary for Broker-Dealers and Investment Advisers to Use with Retail Investors

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

The SEC's Standard of Conduct Proposals Would Raise the Bar on Investment Advisers

According to the Securities and Exchange Commission (SEC or “Commission”), its April 18, 2018 release proposing an interpretation of the standard of conduct for investment advisers (“Adviser Conduct Release”) is intended to...more

SEC Proposes a New Standard of Care for Broker-Dealers: Regulation Best Interest

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

FINRA Proposes Amendments to Quantitative Suitability Rules

On April 20, 2018, FINRA issued proposed amendments to Rule 2111’s “quantitative suitability” provisions. According to FINRA, the proposal is designed to more effectively counter the problem of “churning,” or excessive...more

Structured Thoughts: News for the financial services community Volume 9, Issue 3

FINAL CANADIAN BAIL-IN RULES: IMPACT ON STRUCTURED NOTES OFFERED IN THE UNITED STATES - In March 2018, the Canadian government released its final regulations relating to “bail-in instruments” issued by Canadian...more

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