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SEC Rulemaking Returns After Quiet Stretch: Assessing the SEC “Reg. Flex” Agenda for BDs and Exchanges

Despite the SEC’s already prolific rulemaking under Chair Gensler, the agency still has a few dozen additional rulemaking initiatives in the queue. Broker-dealers, exchanges, and other trading and markets participants can...more

SEC to Ban Exchange Volume-Based Pricing Tiers

While the SEC meddling in industry pricing and other commercial matters is not a new phenomenon, a recent SEC proposal reflects an enhanced willingness by the agency to tightly grip the industry’s purse strings (and a slow...more

SEC Expands Dealer Definition to Capture Large Traders Regularly Providing Liquidity to the Markets

High-frequency traders, private funds, decentralized exchange automated market makers, and even state pension plans should consider whether the expanded dealer definition triggers the need to register as a securities dealer...more

SEC Sues Binance and Coinbase: What Are the Allegations and What Is Next?

In the span of two days, June 5 and June 6, 2023, the US Securities and Exchange Commission (SEC) commenced proceedings against the largest crypto asset exchange in the world, Binance.com; its affiliated US exchange,...more

SEC Proposes New Regulation Best Execution - Brokers Must Achieve “Most Favorable Price” for Customers; Heightened Obligations for...

The proposal would codify for the first time the federal-level best execution standard for brokers and related obligations. New Regulation Best Execution would result in a pivot from what has been a principles-based approach...more

SEC to Enhance Its Regulation of Security-Based Swaps

As we have previously discussed, the SEC’s Fall 2022 “Reg Flex” Agenda charts the agency’s planned rulemaking through Q1 2023. Among this ambitious and wide-reaching agenda are two important final rulemakings concerning the...more

New Federal M&A Broker Exemption is a Big Deal!

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

Broker-Dealer Compliance With Revamped Recordkeeping Requirements Begins May 3, 2023; FINRA Publishes Chart of “Most Significant...

The SEC recently amended Exchange Act Rule 17a-4 by adopting new recordkeeping requirements for broker-dealers. Most notably, the SEC will no longer require broker-dealers to maintain records in “write once, read many” or...more

FINRA Reminds Firms of Trusted Contact Person Requirement, Benefits, and Related Effective Practices

FINRA remains very focused on preventing financial exploitation of seniors and other investors. Firms can expect to see senior investor protection as a key area of focus in the forthcoming 2023 Report on FINRA’s Examination...more

SEC "Gift" to the Industry: Four Market Structure Proposals, 3-2 Votes (In Part), but No Partridge in a Pear Tree

On December 14, 2022, the SEC proposed four separate equity market structure rulemakings, each of which, if adopted, will have significant effects on the markets and various industry participants. While designed to address...more

SEC Staff Risk Alert Criticizes Broker-Dealer Reports on Best Execution and Payment for Order Flow

The SEC Division of Examinations recently published a Risk Alert on quarterly reports required under Exchange Act Rule 606, which are published by broker-dealers to provide customers with insight into factors influencing...more

SEC Continues Scrutiny of Municipal Bond Offerings

​​​​​​​The SEC recently brought fraud charges against Sterlington, Louisiana and its former mayor and separately against Rochester, New York and its former executives and Rochester’s municipal advisors and principals/owners...more

SEC Proposes Amendments to Exchange Act Rule 15b9-1 - Is FINRA Taking Over the Lease at 100 F Street NE?

Back in April 2022, we wrote about the SEC killing the Dealer/Trader distinction. We also noted then that it would come as no surprise to see the SEC re-propose amendments to Exchange Act Rule 15b9-1. Just a few months later,...more

Is the SEC’s Expansion of the “Exchange” and “Dealer” Definitions Part of the Agency’s Crypto and DeFi Strategy?

In March 2022, the U.S. Securities and Exchange Commission proposed rules that would greatly expand the Exchange Act definition of “dealer” and essentially kill the distinction between dealers and traders long-recognized by...more

Four Lessons from Two FINRA Enforcement Actions against Crowdfunding Portals

On May 4, 2022, FINRA announced that it had fined two FINRA-registered funding portals a combined $1.75 million for failing to comply with securities laws and rules designed to protect crowdfunding investors. Funding portals...more

SEC Extends Comment Periods for Recent Rulemakings. Applaud the Move or Criticize the Need To Take Action At All?

On May 9, 2022, the SEC extended the comment periods for proposed rulemaking on climate-related disclosures and reopened the comment period for proposed rulemaking relating to private funds and what it means to be an...more

SEC and FINRA Spotlight Net Capital Requirements and Financial Management Practices

The SEC recently published its 2022 Examination Priorities Letter on the heels of FINRA issuing its 2022 Examination and Risk Monitoring Program Report. One of many areas of common focus is financial management, and more...more

Time’s Up! Broker-Dealers Must Comply with the Customer Protection Rule When Borrowing Customer Securities

On April 16, 2021, the staff of the SEC Division of Trading and Markets reminded broker-dealers borrowing fully paid and excess margin securities from their customers (FPL programs) that they are obligated to comply with...more

Divided SEC Votes To Propose “Finder” Exemption From Broker Registration

On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more

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