News & Analysis as of

Broker-Dealer Securities Exchange Act of 1934

Katten Muchin Rosenman LLP

SEC Revises Tick Size, Access Fees and Round-Lot Definition and Takes Steps to Disseminate Odd-Lot and Other Better Priced Orders

On September 18, the Securities and Exchange Commission (SEC or the Commission) adopted amendments to Rule 612 (Tick Sizes) and Rule 610 (Access Fees) under Regulation NMS under the Securities Exchange Act of 1934, as amended...more

Troutman Pepper

SEC Charges Broker-Dealer and Two Affiliated Investment Advisers With Violating Whistleblower Protection Rule

Troutman Pepper on

On September 4, the Securities and Exchange Commission (SEC) issued an order against three investment adviser firms for violating the whistleblower protections of Rule 21F-17(a) under the Securities Exchange Act of 1934. This...more

Seward & Kissel LLP

1% Stock Buy Back Tax; Little Relief for Issuers Under Final Tax Regulations

Seward & Kissel LLP on

The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”). The...more

K&L Gates LLP

SEC Initiates Sweep of Adviser on T+1 Compliance

K&L Gates LLP on

Over the last week, several registered investment advisers have received examination letters, issued from both the Securities and Exchange Commission’s national office in Washington, D.C., and from at least one regional...more

Carlton Fields

SEC Seriously Limits Dealer/Trader Distinction: Betting Window Open Re Federal Court Veto

Carlton Fields on

On February 6, 2024, the SEC adopted new rules under the Securities Exchange Act of 1934 (Exchange Act), to expand the scope of “dealers” and “government securities dealers” required to register under the Exchange Act, become...more

Seward & Kissel LLP

T+1 Settlement Cycle: Implications for Investment Advisers

Seward & Kissel LLP on

Starting May 28, 2024, the settlement cycle for most transactions in U.S. securities will shorten from T+2 to T+1 as a result of rule amendments adopted by the Securities and Exchange Commission (SEC).1 The SEC also adopted a...more

Allen Matkins

What's The Deal With New SEC Rule 3a5-4 And California?

Allen Matkins on

Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,”...more

SEC Compliance Consultants, Inc. (SEC³)

Compliance Roundup for April 5, 2024

Compliance Update for the week Ending April 5, 2024 - For our clients and compliance colleagues, this weekly update will give you a quick look at the latest regulatory developments. Enjoy!...more

A&O Shearman

Second Circuit Reverses Dismissal Of Putative Securities Class Action By Crypto Investors, Addressing Extraterritoriality And...

A&O Shearman on

On March 8, 2024, the United States Court of Appeals for the Second Circuit reversed a trial court decision dismissing a putative securities class action brought by purchasers of crypto assets against an international crypto...more

Dechert LLP

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

Dechert LLP on

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account...more

K&L Gates LLP

SEC Expands "Dealer" Definition to Capture Liquidity Providers

K&L Gates LLP on

Introduction - On 6 February 2024, the US Securities and Exchange Commission (SEC) voted 3-2 to adopt two new rules that significantly expand the definitions of a “dealer” and “government securities dealer” in Sections...more

Mayer Brown

SEC Adopts Rules to Require Registration of Certain Persons Engaging in Liquidity-Providing Activities as “Dealers” and...

Mayer Brown on

On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in...more

Akin Gump Strauss Hauer & Feld LLP

SEC Fines 16 Firms More Than $81 Million for Off-Channel Communications

Key Points - Last week, the SEC announced settlements with 16 broker-dealers, dually registered broker-dealers and investment advisers, and affiliated investment advisers in connection with their failures to maintain and...more

King & Spalding

SEC Adopts Rules Requiring Certain Trading Entities, Including Certain Investment Advisers and Private Funds, to Register as...

King & Spalding on

Section 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) defines a “dealer” as “any person engaged in the business of buying and selling securities […] for such person’s own account...more

Seward & Kissel LLP

SEC Adopts Rules Expanding the Definitions of “Dealer” and “Government Securities Dealer”

Seward & Kissel LLP on

On February 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted amendments to the definitions of “dealer” and “government securities dealer” that would subject certain market participants acting as liquidity...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts Narrower Version of Dealer Registration Rules

Earlier today, the Securities and Exchange Commission in a 3‑2 vote adopted new Rules 3a5‑4 and 3a44‑2 (together, the Dealer Rules) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that will define...more

Seward & Kissel LLP

SEC Settles Charges Against Firm for Disclosing MNPI on Block Trades

Seward & Kissel LLP on

Who may be interested: Registered Investment Companies, Investment Advisers, Broker-Dealers - Quick Take: The SEC settled charges against a firm and the former head of the firm’s equity syndicate desk, arising out of a...more

Seward & Kissel LLP

SEC Settles Charges Against Firm for Alleged Whistleblower Protection Rule Violations

Seward & Kissel LLP on

Who may be interested: Investment Advisers, Broker-Dealers - Quick Take: The SEC settled charges against a firm that allegedly prevented brokerage customers and advisory clients from reporting potential securities law...more

Carlton Fields

SEC Wants More Securities Traders Under Its Dealer Big Top: Would Require Exchange Act Registration by More Regular Traders

Carlton Fields on

Recent SEC actions relating to the definition of “dealer” under the Securities Exchange Act of 1934 may enable the SEC to start cracking the whip over more persons who actively trade securities for their own account “as part...more

Proskauer - Regulatory & Compliance

SEC Approves Exchange Listing Applications for Spot Bitcoin ETPs

On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving the applications of 11 different spot Bitcoin exchange‑traded products (the “Approved ETPs”) to each list and trade their shares on...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe...

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...more

Akin Gump Strauss Hauer & Feld LLP

The Latest Settlements in the SEC’s 'Off-Channel' Communications Sweep: What This Means and What’s Next

Key Points - Last week, the SEC announced settlements with 10 broker-dealers and affiliated investment advisers in connection with their failures to maintain and preserve electronic “off-channel” communications....more

Katten Muchin Rosenman LLP

SEC Complaint Signals Aggressive Approach to Information Barriers Enforcement

On September 12, the Securities and Exchange Commission (SEC) filed a complaint in the Southern District of New York (SDNY) charging a large proprietary trading firm with making materially false and misleading statements and...more

Mayer Brown Free Writings + Perspectives

SEC Significantly Narrows Exemption from FINRA Membership for Proprietary Trading Firms

On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Rule 15b9-1 (“Rule 15b9-1”) under the Securities Exchange Act of 1934 (the “Exchange Act”) that generally...more

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