A shift in leadership at the Securities and Exchange Commission often brings significant changes in regulatory priorities and enforcement approaches. As anticipated in our firm’s EO Watch alert, “Immediate Practical...more
3/25/2025
/ Administrative Appointments ,
Cryptocurrency ,
Executive Orders ,
Financial Markets ,
Financial Regulatory Reform ,
Investment ,
Investment Adviser ,
Proposed Rules ,
Regulatory Agencies ,
Regulatory Agenda ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration
Last year, the Securities and Exchange Commission amended its definition of “dealer” to require broker-dealer registration by some persons or entities previously considered securities “traders” not subject to such...more
On February 11, 2025, acting SEC Chair Mark Uyeda announced that the commission is reconsidering the final enhanced and standardized climate-related disclosure rule it adopted in March 2024. Although the final climate rule...more
A large number of the executive actions, including executive orders (EOs) and memoranda, that President Trump has been issuing can have important consequences for companies that make filings or have other business with the...more
The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence -
In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church &...more
2/11/2025
/ Blockchain ,
Board of Directors ,
BSA/AML ,
Consumer Insurance Products ,
Corporate Governance ,
EFTs ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Fiduciary Duty ,
Investment ,
Investment Contract ,
Publicly-Traded Companies ,
Retirement ,
Securities and Exchange Commission (SEC) ,
Variable Insurance
Is FINRA constitutional? According to the D.C. Circuit’s November 2024 opinion in Alpine Securities Corp. v. FINRA, FINRA proceedings may be unconstitutional in one narrow set of circumstances. ...more
2/4/2025
/ Administrative Procedure Act ,
Appeals ,
Broker-Dealer ,
Constitutional Challenges ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Regulatory Authority ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Section 47(b) of the Investment Company Act of 1940 provides that contracts that violate or “whose performance involves, a violation of” the act are not enforceable by “either party.” ...more
1/30/2025
/ Corporate Governance ,
Enforcement Actions ,
Investment ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Management ,
Mutual Funds ,
Private Right of Action ,
SCOTUS ,
Section 47(b) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Shareholders
In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more
1/28/2025
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Fiduciary Duty ,
Independent Directors ,
Investment Adviser ,
Mutual Funds ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Gone With the Wind?
Closed-End Funds Risk Extinction -
Shares of SEC-registered closed-end funds (CEFs) have long held significant potential advantages for some investors. For example, unlike shares of mutual funds...more
10/16/2024
/ Cybersecurity ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Federal Trade Commission (FTC) ,
Financial Industry Regulatory Authority (FINRA) ,
Insurance Regulations ,
Investment ,
Investment Adviser ,
Investment Management ,
Life Insurance ,
NAIC ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Social Media
Shares of SEC-registered closed-end funds (CEFs) have long held significant potential advantages for some investors. For example, unlike shares of mutual funds (which are open-end funds), CEF shares cannot be redeemed by the...more
“Tontines” are a very old form of investment, and there have been many variations. The basic idea is that the longest surviving investors in tontines will be credited with tontine assets attributable to investors who...more
Last Lap in SEC RILA Rulemaking Critical Unresolved Issues -
Congress directed the SEC to adopt a new registration statement for registered indexed annuities (RILAs) by the end of June. Several months ago, the SEC...more
5/29/2024
/ Artificial Intelligence ,
Broker-Dealer ,
CFTC ,
Climate Change ,
Cybersecurity ,
Disability Discrimination ,
Disclosure Requirements ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Investment Adviser ,
Investment Management ,
Life Insurance ,
NAIC ,
NLRB ,
Private Equity ,
Private Funds ,
Private Placements ,
Proposed Legislation ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Whistleblower Protection Policies ,
Whistleblowers
With increasing frequency, petitioners representing the securities industry are asking courts to decide that rules adopted by the SEC exceed the agency’s authority, even when the rules have barely left the starting blocks....more
In February, a federal district judge in the District of Columbia awarded proxy advisers a victory by vacating an SEC rule provision that they opposed....more
The SEC recently adopted amendments to its investment company “names” rule that apply to most SEC-registered funds, including underlying funds in which registered insurance company separate accounts invest....more
Funds Not Caged by SEC Names Rule Amendments: Roaming Room Remains -
The SEC recently adopted amendments to its investment company “names” rule that apply to most SEC-registered funds, including underlying funds in which...more
1/11/2024
/ Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Insurance Industry ,
Investment Funds ,
Life Insurance ,
Proposed Rules ,
Putative Class Actions ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Traders ,
Whistleblowers
Regulators Hit Jackpot: Off-Channel Communications -
Several years before announcing the first “off-channel” communications enforcement action, the SEC and FINRA cautioned broker-dealers and investment advisers about...more
10/11/2023
/ Annuities ,
Artificial Intelligence ,
Best Interest Standard ,
Breach of Contract ,
Class Action ,
COBRA ,
Consumer Financial Products ,
Consumer Insurance Products ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employment Litigation ,
Federal Arbitration Act ,
Financial Contracts ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Health Insurance ,
Insider Trading ,
Insurance Fraud ,
Insurance Litigation ,
Insurance Regulations ,
Interlocutory Appeals ,
Investment Management ,
Life Insurance ,
Money Market Funds ,
Mutual Funds ,
NAIC ,
NLRA ,
NLRB ,
No-Action Letters ,
Non-Compete Agreements ,
NYDFS ,
Regulatory Requirements ,
Retirement ,
Robocalling ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
State and Local Government ,
Wage and Hour
Though “insider trading” has long been recognized as an illegal and abusive way to cheat in the securities trading game, new potential forms of this activity have recently emerged. ...more
On July 21, 2023, a three-judge panel of the Fifth Circuit Court of Appeals issued an opinion asserting that the Commodity Futures Trading Commission’s Division of Market Oversight likely acted arbitrarily and capriciously,...more
On August 25, 2023, the Massachusetts Supreme Judicial Court upheld the validity of a rule promulgated in 2020 by the secretary of the commonwealth that imposes a broad fiduciary duty upon securities broker-dealers and their...more
In February 2023, the SEC adopted rule amendments that require most securities transactions effected by broker-dealers to be settled within one business day (T+1), rather than the currently required two business days. The SEC...more
Those with nonpublic information about a merger or acquisition involving a company appear to be profiting by trading in shares of exchange-traded funds based on indexes that include such companies’ shares, according to a...more
For broker-dealers distributing and selling variable annuities, examinations will test for compliance with Reg BI and FINRA Rule 2330 because both standards apply to variable annuity sales. Firms distributing and selling...more
In November 2022, the SEC published a proposal that would mandate “swing pricing” procedures for the purchase and redemption of shares of most open-end investment companies. The proposal, however, does not apply to...more
More than 25 years have elapsed since the SEC adopted Exchange Act Rule 17a-4(f) governing electronic recordkeeping by broker-dealers. In an effort to update the rule to reflect “technology neutral” concepts, the SEC adopted...more