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SEC About-Face, About Time, on ALJs

On November 29, the SEC did an about-face and admitted its ALJs are “inferior officers” (not merely employees) subject to the Constitution’s Article II appointment provisions. The Solicitor General’s brief on behalf of the...more

Corporate E-Note - November 2017

In this Alert, Warren Matthews and Lee Thuston share key takeaways from the “State of the Automotive Industry in the U.S.” presentation during the 2017 Southern Automotive Conference. Thuston shared remarks at the conference,...more

Banking & Financial Services E-Note - October 2017

After months of wrangling, the U.S. Senate voted to pass substantive and impactful legislation on Tuesday evening regarding the Consumer Finance Protection Bureau. Please see full E-Note for more information....more

Morgan Stanley Exits, Slams Protocol as "Unsustainable"

Morgan Stanley announced October 30 that it would exit the Protocol for Broker Recruiting, as part of strategy “to refocus [recruiting] resources on existing talent.”...more

TN Trust Code Authorizes Pre-Dispute Arbitration Agreement: Not Per Se Breach of Duty, but May Not Bind Non-Signatory Beneficiary

The Tennessee Supreme Court recently held that Tennessee’s Trust Code and broad trust-instruments authorize a Trustee’s execution of a pre-dispute arbitration clause. That isn’t a per se breach of fiduciary duty, but the...more

Lorenzo's a Schemer, Not a Maker; Dissent Blasts SEC ("Not Fair," "Stinks")

Cut, paste and forward ? just as the boss instructed. But Lorenzo’s email to two clients was misleading, so the SEC filed an enforcement action. The ALJ held Lorenzo liable for violating anti-fraud provisions and imposed a...more

5th Circuit Hints SEC ALJs Unconstitutional

In an Opinion highlighting the Circuit split over the constitutionality of SEC administrative law judges (“ALJs”), the Fifth Circuit recently stayed an FDIC civil-penalty and bar order against a Bank director, pending...more

DOL to Postpone Deadline for Fiduciary Rule

The Department of Labor has received OMB certification, and sought expedited notice-and-comment, for a rule change that would postpone the full implementation deadline for its Fiduciary Rule from January 1, 2018 until July 1,...more

Martoma: Second Circuit Abrogates Newman, Broadens Dirks

A Second Circuit Panel held that the Supreme Court’s Salman decision abrogated the Circuit’s Newman requirement of a “close personal relationship” under the “gift theory” of insider-trading; the dissent claims the Panel...more

Corporate E-Note - July 2017

Cyber threats take many forms. The widespread WannaCry ransomware attack in May of 2017 highlighted how computer files could be held hostage in return for payment, while the Dyn denial of service in October of 2016...more

Split Commission Can't Reverse Insider-Trading Dismissal

Trader Joseph Ruggieri finally prevailed last week, when SEC Commissioners Stein and Piwowar split on whether Enforcement proved his four trades (in 2010-2011) were made on inside information....more

MSRB's G-42 Guidance Notes Ambiguities for MAs in Conduit Issues

Last week, the MSRB issued “guidance” on the application of Rule G-42 conduct standards for Municipal Advisors in conduit issues. The “guidance” highlights ambiguities from the “for or on behalf” language in the MA Rule when...more

6th Circuit Rejects GOP Suit Against MA Pay-to-Play Rule

The Sixth Circuit Court of Appeals dismissed a suit by the Tennessee, Georgia and New York Republican parties challenging the constitutionality of an MSRB extending pay-to-play prohibition to municipal advisors. The Court...more

Supreme Court: SEC Disgorgement a Penalty Subject to 5-Year Limitations

A unanimous Supreme Court held June 5 that SEC disgorgement is a “penalty” subject to five-year limitations under 28 U.S.C. §2462 and Gabelli v. SEC, 568 U.S. 442 (2013)(5-year limitations applies to civil monetary...more

Fiduciary-Rule Litigation Moves to Court of Public Opinion

Last week Labor Secretary Acosta chose a Wall Street Journal op-ed to announce DOL’s decision not to delay the “fiduciary rule” past the once-extended June 9 effective date....more

SEC Returns to the Fiduciary-Rule Arena

On June 1, new SEC Chair Clayton returned the SEC to the arena in the policy debate surrounding the DOL’s Fiduciary Rule. Clayton’s public statement responded to a direct invitation for SEC participation by DOL Secretary...more

DOL Won't Delay Fiduciary Rule Past June 9

Finally, there’s voice of reason entering the policy harangue over the Department of Labor’s Fiduciary Rule … even if it’s coming through an unusual outlet. In a May 23 Wall Street Journal opinion piece, new Labor Secretary...more

SEC Stays ALJ Cases Subject to 10th Circuit Review

On Monday, May 22, the SEC stayed all its administrative proceedings assigned to an ALJ in which a Respondent has an option for review by the 10th Circuit. (Securities laws provide appellate review of SEC administrative...more

Labor Delays Fiduciary Rule

The Department of Labor yesterday adopted a rule delaying the April 10 effective date of its “Fiduciary Rule” for 60 days. The delay gives Labor time to complete the re-study mandated by Trump’s February executive order....more

Banking & Financial Services E-Note - March 2017

In an article published in the April 2017 issue of The Journal of Bankruptcy Law, Jonathan Sykes and Correy Karbiener provide insight on whether § 546(e) of the Bankruptcy Code protects transfers made to repay commercial...more

IRS Synchs Excise Tax to DOL's Enforcement Policy on Fiduciary Rule

The IRS released guidance this week announcing that it will not apply IRC § 4975 excise taxes (15% on prohibited transactions) and related reporting requirements “with respect to any transaction or agreement to which the...more

DOL Temporarily Forbears Enforcement of Fiduciary Duty Rule

The Department of Labor’s “fiduciary duty” Rule continues to get more bollixed up. DOL announced a temporary enforcement policy that will give a “free pass” for any violations (a) in the gap between effective date and delay,...more

SEC to Propose "Requiring" Municipal-Issuers to Disclose Bank Loans

The two remaining SEC Commissioners agreed March 1 to propose amendments “requiring” municipal securities issuers to disclose non-security financial obligations and material events occurring in other outstanding obligations....more

DOL Proposes 60-Day Delay of Fiduciary Rule

The US Department of Labor today proposed a 60-day extension (through June 9) for the effective date of its Fiduciary Duty Rule and related exemptions. The extension would give DOL some time to complete the re-analyses...more

Banking & Financial Services E-Note - February 2017

The White House clarified that Trump’s January 30 “two for one” Executive Order doesn’t apply to the SEC and other independent regulatory agencies, Reuters reported. Despite press coverage, the Order doesn’t actually require...more

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