Control of a Set-aside Entity
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
On January 8, 2024, the U.S. Court of Appeals for the Fifth Circuit reversed a jury’s verdict in a Commodity Futures Trading Commission (“CFTC”) enforcement action against EOX Holdings, L.L.C. (“EOX”) and its employee, Andrew...more
As might be expected, FINRA appears to be aligning itself with the SEC in its assertion of jurisdiction over investments that may not, at the end of the day, be deemed securities. ...more
Most of us think of an underwriter as a brokerage company that helps an issuer with their initial public offering (IPO). Underwriters use their knowledge of the securities market to structure, price, and sell the securities....more
The SEC and CFTC recently charged 11 large financial institutions and their affiliates for failing to collect, monitor, and preserve communications over WhatsApp and other messaging services. These settlements follow a...more
On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. The amendments...more
Section 17(a) of the Investment Company Act of 1940, as amended (the “40 Act”) prohibits certain transactions between an investment company and their affiliated persons, including transactions where an affiliated person...more
In response to the outbreak of the COVID-19 coronavirus disease, the Securities and Exchange Commission took extraordinary action to bolster liquidity for registered investment companies through at least June 30, 2020. In an...more
On March 23, 2020, the Securities and Exchange Commission released an order (the “Order”) relaxing interfund lending rules for open-end funds impacted by recent market events associated with the pandemic outbreak of COVID-19....more
On December 30, 2019, the SEC proposed amendments to Rule 2-01 of Regulation S-X, which sets forth the qualifications and independence standards for public company auditors, in order to carve out certain fact patterns...more
In a series of enforcement cases over the past few months, the SEC has continued to bring actions focused on undisclosed fees charged to clients. Many of these cases have charged firms with fraud and other violations based on...more
In This Issue. The Securities and Exchange Commission (SEC) withdrew interpretive guidance pertaining to reliance on voting recommendations of proxy advisory firms in advance of their upcoming Roundtable on the U.S. proxy...more
The U.S. Securities and Exchange Commission (SEC) voted unanimously on May 2, 2018 to propose amendments to Rule 2-01(c)(1)(ii)(A) under Regulation S-X – the so-called “Loan Provision” (Proposal). Generally, the Loan...more
Yesterday's post concerned someone who allegedly bragged about being in control of an issuer, but not taking a formal position with the issuer so as to avoid the volume limitations under Rule 144. Despite this alleged...more
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more
If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more
Recently, the staff (Staff) of the US Securities and Exchange Commission's (SEC) Division of Investment Management issued an information update (the "Information Update") for investment advisers registered under the...more
In a complex securitization structure, determining the identity of the sponsor under the credit risk retention rules can be a daunting task. Introduction Under the credit risk retention rules adopted pursuant to the...more
A U.S. Securities and Exchange Commission (SEC) no-action letter issued on April 25, 2016 provides relief from the annual surprise audit requirement of the “Custody Rule” for a registered investment adviser (RIA)...more
The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder...more
Federal banking regulators (Prudential Regulators) have finalized much-anticipated rules (Final Rules) relating to initial and variation margin requirements for certain swaps and security-based swaps that are not centrally...more
Registered investment advisers (RIAs) are required to review their policies and procedures on at least an annual basis. As an aid to the required review and to assist with timely completion of required compliance tasks, below...more
The Federal Energy Regulatory Commission (FERC) has proposed requiring the operators of centralized wholesale power markets to collect and provide to FERC a broad range of market participant data, including (i) each market...more