On December 11, 2024, the 5th Circuit issued another important opinion (for the third time this year) requiring that an administrative agency's rules fit squarely within the statutory scheme that empowers the agency to act....more
In a 9-8 en banc decision, the U.S. Court of Appeals for the Fifth Circuit overturned a three-judge panel decision and invalidated the Nasdaq Board Diversity Rule, Rule 506, that had been approved by the Securities and...more
On October 21, 2024, the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (the “Division”) released its examination priorities for 2025 (the “2025 SEC Examination Priorities”). The Division will...more
Is FINRA constitutional? Two cases currently playing out in D.C. federal courts, Alpine Securities Corp. v. FINRA and Kim v. FINRA, tee up that question. But the Financial Industry Regulatory Authority is an unusual target...more
A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more
On February 6, the SEC announced its adoption of rules expanding application of the Securities Exchange Act of 1934 (the Exchange Act) to require market participants that “take on significant liquidity-providing roles” to...more
The United States Securities and Exchange Commission’s Division of Examinations announced its examination priorities for fiscal year 2024 on October 16, 2023. The timing of the announcement is significant because it is the...more
On July 5, 2023, the D.C. Circuit Court of Appeals issued an injunction that raises a challenge to FINRA’s authority to use FINRA-appointed hearing officers to conduct enforcement proceedings. The injunction enables Alpine...more
It’s not just the New York Yankees that wish they could put the summer behind them. We previously wrote about the shocking blow the D.C. Circuit Court of Appeals dealt FINRA in early July by enjoining the self-regulatory...more
A DC Circuit Court of Appeals challenge to a recent Financial Industry Regulatory Authority (FINRA) enforcement action brings into question whether FINRA should be held accountable to constitutional restrictions on state...more
REGULATORY UPDATES - Recent SEC Leadership Changes - On January 10, 2023, the Securities and Exchange Commission (the “SEC”) announced the appointment of Cristina Martin Firvida as director of the Office of the Investor...more
On March 22, the SEC proposed amendments intended to “modernize” filing procedures through the use of electronic filings on EDGAR using structured data as appropriate....more
The latest delay for the FINRA Rule 4210 amendments regarding covered agency transactions —originally approved in the summer of 2016—should serve as a cautionary tale regarding the outer limits of self-regulatory organization...more
On March 28, the Securities and Exchange Commission (SEC) proposed rules (Proposal) that would require certain market participants to register as broker-dealers or government securities dealers, and potentially be subject to...more
In a recent interview with CNBC, FINRA Chair Eileen Murray forcefully made the case for increased government regulation of environmental, social and governance (ESG) disclosures by public companies. Citing concerns with the...more
The first 10 years of the U.S. Securities and Exchange Commission's Rule 15c3-5, known as the market access rule, have been a textbook example of the principle of regulation by enforcement, resulting in an informal patchwork...more
In the wake of severe market volatility resulting from the COVID-19 pandemic, self-regulatory organizations and government agencies continue to provide guidance analyzing and interpreting the effects of the pandemic on market...more
The Situation: The U.S. Securities and Exchange Commission's ("SEC") Office of Compliance Inspections and Examinations ("OCIE") issued its 2020 examination priorities ("Exam Priorities"). The Result: The Exam Priorities...more
U.S. Developments - Regulatory Developments - SEC and FINRA Issue Joint Statement on Digital Asset Custody Issues - On July 8, 2019, the U.S. Securities and Exchange Commission (SEC) and the Financial Industry...more
BROKER-DEALER - FINRA Proposes Data Service for Corporate Bond New Issues - The Financial Industry Regulatory Authority (FINRA) has filed with the Securities and Exchange Commission a proposed rule change to establish a...more
Two recent proposals for bitcoin exchange-traded funds (“ETFs”) are vying to become the first to receive approval from the U.S. Securities and Exchange Commission (“SEC”) – one filed by CBOE BZX Exchange, Inc. (“CBOE”) and...more
In her first speech as the SEC’s Advocate for Small Business Capital Formation, Martha Miller provided an overview of the Office’s mission, as well as the Office’s priorities. Miller noted the importance of the small...more
Stepping outside of SWIFT - Since its inception more than a decade ago, cryptocurrency has been viewed as a way to supplant traditional global methods of exchanging money. Today, as virtual currencies proliferate,...more
Despite the recent setback of having their Bitcoin ETF rejected by the SEC for the second time, the Winklevoss brothers remain undeterred in their efforts to bring cryptocurrency into the investment mainstream. Their...more
U.S. Financial Industry Developments - CFTC and SEC Announce Approval of New MOU - On June 28, 2018, the Commodity Futures Trading Commission ("CFTC") and the Securities and Exchange Commission ("SEC") announced that...more