This is the first in a series of alerts discussing topics covered by FINRA in its 2022 Examination and Risk Monitoring Program Report (the “Report”). Here we take a look at Regulation Best Interest (“Reg. BI”) and Form CRS,...more
2/25/2022
/ Broker-Dealer ,
Conflicts of Interest ,
Disclosure Requirements ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Investment Adviser ,
Policies and Procedures ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Training
FINRA Rules 2165 (Financial Exploitation of Specified Adults) and parts of 4512 (Customer Account Information) became effective on February 5, 2018 and implemented a framework to permit broker-dealers to place a temporary...more
On November 18, 2021, the U.S. Securities and Exchange Commission proposed new Rule 10c-1, which, if adopted, would create a new reporting and disclosure framework for the securities lending market. Rule 10c-1 would require...more
On November 18, 2021, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Rules 17a-4 and 18a-6 under the Securities Exchange Act of 1934 related to recordkeeping requirements for broker-dealers and...more
On December 17, 2021, the staff of the U.S. Securities and Exchange Commission issued a statement regarding Form CRS disclosures required of SEC-registered broker-dealers and investment advisers who offer services to retail...more
Persons registered with a broker-dealer historically have had two years from their Form U5 filing date to re-register with another firm before their prior qualifications (examinations) would lapse. This two-year window often...more
FINRA recently amended its rules in order to strengthen its tools to respond to brokers with a significant history of misconduct and the firms that employ them. The amended rules include FINRA’s Disciplinary Proceedings...more
Christmas came early for many in the digital asset community by way of a statement from the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on December 23, 2020 that grants relief in the area of broker...more
12/28/2020
/ Blockchain ,
Broker-Dealer ,
Cryptocurrency ,
Custody ,
Customer Protection Rule ,
Digital Assets ,
Digital Securities ,
Investment Management ,
Popular ,
Public Comment ,
Securities and Exchange Commission (SEC)
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
10/12/2020
/ Accredited Investors ,
Broker-Dealer ,
Capital Raising ,
Comment Period ,
Disclosure Requirements ,
Exemptions ,
Finders ,
Investment Adviser ,
Investors ,
Private Offerings ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Unregistered Brokers
In 2020, the price of gold has jumped over 30 percent from $1,517 per ounce on January 3, 2020 to over $2,000 per ounce on August 6, 2020. The spike in the price of gold isn’t yet at the level reached in the 2017 Bitcoin boom...more
This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...more
8/4/2020
/ Broker-Dealer ,
Capital Raising ,
Enforcement Actions ,
Financial Services Industry ,
Finders ,
Investment Management ,
Investors ,
Private Investment Funds ,
Private Offerings ,
Securities and Exchange Commission (SEC) ,
Unregistered Brokers ,
Unregistered Securities
On June 16, 2020, the U.S. Securities and Exchange Commission (SEC) granted registered municipal advisors (MAs) a temporary, limited exemption (Exemption) from broker-dealer registration to the extent that they solicit banks...more
In a public statement issued on June 15, 2020, U.S. Securities and Exchange Commission (SEC) Chairman Clayton confirmed the June 30, 2020, deadlines for compliance with Regulation Best Interest (Reg. BI) and the Form CRS...more
The compliance date of June 30, 2020, is looming for U.S. broker-dealers subject to Regulation Best Interest (Reg. BI) and broker-dealers and investment advisers required to prepare and provide relationship summaries pursuant...more
5/19/2020
/ Broker-Dealer ,
Conflicts of Interest ,
Disclosure Requirements ,
Filing Deadlines ,
Form CRS ,
Investment Adviser ,
Popular ,
Regulation Best Interest ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
More than 15 years ago, on behalf of an internationally recognized financial services firm, Goodwin created the first open-ended non-traded REIT structure that allowed for regular sales and redemptions at net asset value...more
On April 18, 2018, the Securities and Exchange Commission (SEC) voted to propose a package of rulemakings and interpretations designed, in the words of the accompanying press release, “to enhance the quality and transparency...more
The Securities and Exchange Commission (SEC) recently issued two warnings about investments sold on the basis of celebrity endorsements, including one relating to initial coin offerings (ICOs), and followed up with...more
The new SEC Enforcement Cyber Unit will target cyber-related misconduct, including violations involving distributed ledger technology, initial coin offerings and misconduct perpetrated using the dark web....more
FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more
On Jan. 5, 2016, the Financial Industry Regulatory Authority (“FINRA”) issued its annual Regulatory and Examination Priorities Letter (“2016 Examination Letter” or “Letter”), along with a press release from FINRA chairman and...more
Regulatory Developments -
FDIC Rule Amends Filing Requirements and Processing Procedures for Changes in Control -
On Dec. 16 the FDIC announced the adoption of a final rule amending the FDIC's filing requirements...more
12/23/2015
/ Accredited Investors ,
Bank Secrecy Act ,
Banking Sector ,
Change in Control ,
Enforcement Actions ,
FDIC ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
FinCEN ,
Fraud ,
OCC ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
SEC Proposes New Derivatives Rules for Registered Investment Companies and Business Development Companies -
On Dec. 11, the SEC proposed new Rule 18f-4 under the Investment Company Act,...more
12/17/2015
/ Business Development Companies ,
Derivatives ,
Emerging Growth Companies ,
FBAR ,
Financial Industry Regulatory Authority (FINRA) ,
FinCEN ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Forex ,
Investment Companies ,
National Futures Association ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
FINRA Proposes to Adopt Capital Acquisition Broker Rules -
On Dec. 4 FINRA filed with the SEC a proposal to create a separate rule set that would apply to firms that meet the definition of...more
12/10/2015
/ Capital Raising ,
Community Banks ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
Enforcement Actions ,
EU ,
European Commission ,
FDIC ,
Federal Reserve ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Holding Companies ,
Prospectus ,
Securities and Exchange Commission (SEC)
Regulatory Developments -
SEC Grants Exemption from Registration as a Clearing Agency to Two Matching Service Providers -
On Nov. 24 the SEC approved applications by Bloomberg STP LLC and SS&C Technologies, Inc....more
12/4/2015
/ Broker-Dealer ,
Comment Period ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
FinCEN ,
MSRB ,
Municipal Advisers ,
No-Action Letters ,
NYDFS ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Waiting Periods
Regulatory Developments -
SEC Proposes Amendments to Regulation ATS to Shine a Light on Dark Pools:
On Nov. 18 the SEC announced that it had issued Release No. 34-76474 proposing amendments to Regulation ATS,...more
11/25/2015
/ Broker-Dealer ,
Dark Pool ,
Deutsche Bank ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Money Market Funds ,
Proposed Amendments ,
Regulation SHO ,
Securities and Exchange Commission (SEC) ,
Volcker Rule