News & Analysis as of

Safe Harbors Securities and Exchange Commission (SEC) Broker-Dealer

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

DarrowEverett LLP

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

DarrowEverett LLP on

One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act...more

Katten Muchin Rosenman LLP

Sweeping SEC Proposals Raise Significant Concerns for SPAC Market

On March 30, the SEC released comprehensive proposals for rule changes that would materially expand the liability regime for SPAC transactions, including by limiting the availability of a commonly used safe harbor for...more

Lowenstein Sandler LLP

2020 and Q1 2021 Developments And Annual Compliance Checklists

Summaries of recent legislative and regulatory developments with respect to: •The SEC’s Examination Priorities for 2021- •The SEC’s Focus on Digital Asset Securities- •The SEC’s New Marketing Rule... ...more

JAMS

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

JAMS on

At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more

Goodwin

SEC Finalizes Reforms Under Investment Advisers Act

Goodwin on

In this Issue. The Securities and Exchange Commission (SEC) finalized reforms under the Investment Advisers Act to modernize rules that govern investment adviser advertisements and payments to solicitors, and published a risk...more

McCarter & English, LLP

Finders Keepers

McCarter & English, LLP on

SEC Proposes to Allow Finders to Receive Transaction-Based Compensation in Certain Limited Circumstances Without Having to Register as a Broker-Dealer- In an effort to help small and emerging businesses raise capital, the...more

Kilpatrick

Under Proposed Exemptive Order Finders Need Not Register with a Broker-Dealer to Receive Transaction Based Compensation

Kilpatrick on

On October 7, 2020, the Securities and Exchange Commission (the “Commission”) released a Notice of Proposed Exemptive Order (“Notice”) that would create a conditional exemption from the broker registration requirements for...more

Goodwin

Financial Services Weekly News: FDIC Releases Guide To Connect Fintechs With Banks

Goodwin on

In This Issue. The Federal Deposit Insurance Corporation (FDIC) released a new guide to help financial technology companies and others partner with banks; the Financial Industry Regulatory Authority (FINRA) announced that it...more

Katten Muchin Rosenman LLP

Bridging The Week - February 2020

Last week, a commissioner at the Securities and Exchange Commission proposed a rule that would provide a bright line when a digital asset initially issued to raise funds to help develop a new network might later be regarded...more

Katten Muchin Rosenman LLP

Bridging the Week - August 2019

Both the Commodity Futures Trading Commission and the Chicago Mercantile Exchange brought and settled charges against a CFTC-registered floor broker, claiming he engaged in spoofing trading activity on the CME. The two...more

Dechert LLP

Research Reports of Certain Covered Investment Funds Now Receive Safe Harbor Protection from Being Deemed Offers or Sales

Dechert LLP on

Pursuant to new Rule 139b (Rule) under the Securities Act of 1933, the publication of a “research report” on “covered investment funds” by an unaffiliated broker-dealer will not be deemed an “offer for sale or offer to sell”...more

Vedder Price

Investment Services Regulatory Update - December 2018

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts – NEW RULES – SEC Adopts New Rules Permitting Covered Investment Fund Research Reports – On November 30, 2018, the SEC adopted Rule 139b under the Securities Act of...more

Mayer Brown Free Writings + Perspectives

SEC Expands Safe Harbor to Promote Research on Investment Funds

On November 30, 2018, the Securities and Exchange Commission (the “Commission”) adopted a new rule establishing a non-exclusive research report safe harbor (“Rule 139b”) for unaffiliated brokers or dealers that publish or...more

Bowditch & Dewey

Is Crowdfunding for You?

Bowditch & Dewey on

Starting a new brewery takes money. Is crowdfunding the way to raise the funds you need? Crowdfunding allows a company to raise money online without registration under securities laws. There are other exemptions from...more

Mayer Brown Free Writings + Perspectives

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

K&L Gates LLP

The FAIR Act: Providing a Safe Harbor for ETF Research Reports

K&L Gates LLP on

Investor demand for transparent, diversified, low-cost, passive investment products has accelerated over the last decade, and exchange-traded funds (“ETFs”) have been among the primary beneficiaries of this demand. Assets...more

Vedder Price

Investment Services Regulatory Update - November 2017

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

Morgan Lewis

Thou Shalt Not Exploit Thine Elders

Morgan Lewis on

SEC approves FINRA rule designed to protect seniors and other specified adults from financial exploitation. The Securities and Exchange Commission (SEC) has approved a new rule proposed by the Financial Industry...more

Dechert LLP

SEC Staff Clarifies Application of 1940 Act Section 22(d) to Brokers Selling Clean Shares of Mutual Funds

Dechert LLP on

In response to a request for interpretative guidance, the U.S. Securities and Exchange Commission staff (staff) advised on January 11, 2017 that Section 22(d) of the Investment Company Act of 1940 does not prevent a broker...more

Broker-Dealer Compliance + Regulation

FINRA Proposes Rules to Protect Seniors from Financial Exploitation

In October 2016, FINRA filed with the SEC proposed rules designed to help brokers protect seniors and other vulnerable adults from financial exploitation. The proposal would amend existing customer account information rules...more

Stinson - Corporate & Securities Law Blog

Fair Access to Investment Research Act of 2016 Passes Muster in U.S. House of Representatives

On April 28, 2016, the U.S. House of Representative passed the Fair Access to Investment Research Act of 2016 (H.R. 5019) by a vote of 411 to 6. This bill directs the SEC to amend its regulations under the Securities Act of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Privacy & Cybersecurity Update - September 2015

Adviser to European Court of Justice Says US-EU Safe Harbor Should Be Declared Invalid - An advisory opinion issued by the advocate general to the European Court of Justice states that the U.S.-EU Safe Harbor should be...more

Akin Gump Strauss Hauer & Feld LLP

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

Dechert LLP

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2)...

Dechert LLP on

The SEC has amended Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (Securities Act) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

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