The NYSE has filed a proposed rule with the SEC which will require listed companies to provide notice to the Exchange at least 10 minutes before making any public announcement with respect to a dividend or stock distribution...more
In a Presidential Memorandum, President Trump directed the Secretary of the Treasury, as a member of the Financial Stability Oversight Council, not to cast a nonemergency vote to subject nonbank financial companies to...more
The SEC announced enforcement actions against 27 individuals and entities behind various alleged stock promotion schemes that left investors with the impression they were reading independent, unbiased analyses on investing...more
The opinion of the SEC in KCD Financial Inc. upholds a FINRA disciplinary action against a FINRA member broker-dealer that sold securities in a private placement when no exemption from registration was available....more
3/30/2017
/ Accredited Investors ,
Broker-Dealer ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Press Releases ,
Private Offerings ,
Registration Requirement ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Securities Violations
The SEC has denied a proposed rule change by NYSE Arca to permit the listing and trading of shares of the SolidX Bitcoin Trust. The reasons were substantially similar to the reasons the SEC denied a proposed rule change...more
3/29/2017
/ Bitcoin ,
Digital Currency ,
Financial Institutions ,
Financial Markets ,
Listing Rules ,
NYSE ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Trading Platforms ,
Virtual Currency
Myomo, Inc. has had an offering statement qualified by the SEC in which it discloses an intent to apply to list its common stock on the NYSE MKT LLC. The offering seeks to raise $15 million on a “best efforts” basis without...more
3/22/2017
/ Capital Raising ,
Common Stock ,
Financial Markets ,
Medical Devices ,
NYSE ,
Offering Statements ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation A ,
Robotics ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC declined to approve a rule change submitted by Bats BZX Exchange designed to permit the listing and trading the Winklevoss Bitcoin Trust. The SEC said it did not approve the proposed rule change because it did not...more
President Trump has signed an executive order titled “Presidential Executive Order on Core Principles for Regulating the United States Financial System.“
The “Core Principles” are...more
The SEC has previously provided guidance on the filing of annual and supplemental reports required under Rule 17a-5 or Rule 17a-12 by broker-dealers or over-the-counter derivatives dealers on the SEC EDGAR system. However,...more
1/31/2017
/ Annual Reports ,
Broker-Dealer ,
Derivatives ,
EDGAR ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
No-Action Letters ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The SEC announced that Equidate Inc. agreed to settle charges that it violated federal securities laws by failing to register security-based swaps that were offered and sold online to shareholders in pre-IPO companies....more
Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more
11/21/2016
/ Clean Power Plan ,
Energy Sector ,
EU ,
Filing Requirements ,
Financial Markets ,
Form 10-Q ,
Form S-1 ,
NAFTA ,
Presidential Elections ,
Referendums ,
Renewable Energy ,
Securities ,
Securities and Exchange Commission (SEC) ,
Tax Credits ,
Trade Policy ,
Trump Administration ,
UK ,
UK Brexit ,
Wind Power
The SEC recently revised Rule 504 of Regulation D to increase the amount of securities that can be offered in any 12-month period from $1,000,000 to $5,000,000. Among other things, Rule 504 allows companies to solicit or...more
The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more
10/27/2016
/ Crowdfunding ,
Exemptions ,
Financial Institutions ,
Financial Markets ,
Public Offerings ,
Regulation D ,
Rule 147 ,
Rule 504 ,
Safe Harbors ,
Securities ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Transacting Intrastate Business
I previously discussed an SEC Investor Alert which said fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. According to the SEC, the terms “swap,”...more
10/14/2016
/ Civil Monetary Penalty ,
ETFs ,
Fantasy Sports ,
Financial Institutions ,
Financial Markets ,
Football ,
Mobile Apps ,
Mobile Devices ,
Online Gaming ,
Popular ,
Securities ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Sports Gambling ,
Stocks ,
Swaps
On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more
9/28/2016
/ Common Stock ,
Enforcement Actions ,
Financial Institutions ,
Financial Markets ,
Form 10-Q ,
Form 8-K ,
Regulation S-K ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Unregistered Securities
In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more
The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more
7/5/2016
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Markets ,
Form 10-K ,
Golden Leash Arrangements ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
In its third rulemaking in two days without holding a meeting, the SEC proposed a new rule that would require registered investment advisers to adopt and implement written business continuity and transition plans. The...more
Andrew Ceresney, Director, SEC Division of Enforcement, gave his views on the SEC private equity enforcement initiative at a conference.
Mr. Ceresney set forth the various categories of enforcement cases, which at this...more
The SEC announced that an investment advisory firm, two owners, and a former chief compliance officer have agreed to settle charges that the firm again violated the custody rule after being reprimanded for violations only a...more
CFTC staff issued a preliminary report regarding the swap dealer de minimis exception. Under CFTC rules, market participants who exceed $8 billion in gross notional swap dealing activity over a twelve-month period are...more
The Municipal Securities Rulemaking Board, or MSRB, published its first Compliance Advisory for Municipal Advisors, developed to assist municipal advisors with understanding and implementing the regulatory framework created...more
The SEC has issued a rule proposal that would increase the aggregate amount of securities that may be offered and sold in any twelve-month period pursuant to Rule 504 from $1 million to $5 million and to disqualify certain...more
The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more
11/2/2015
/ Capital Formation ,
Compliance ,
Corporate Issuers ,
Crowdfunding ,
Defined Benefit Plans ,
Emerging Growth Companies ,
Employee Benefits ,
Exemptions ,
Financial Institutions ,
Financial Markets ,
Financing ,
Investment ,
Investment Adviser ,
Investors ,
NASAA ,
NYSE ,
Popular ,
Public Offerings ,
Qualified Benefit Plans ,
Regulation A ,
Regulation S ,
Rule 147 ,
Rule 506(c) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Transacting Intrastate Business
ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more
10/27/2015
/ Benchmarks ,
Board of Directors ,
Bylaws ,
Compensation & Benefits ,
Financial Institutions ,
Financial Markets ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Public Comment ,
Publicly-Traded Companies ,
Say-on-Pay ,
Trading Platforms ,
Voting Powers