...Timothy M. Clark; Alicja Biskupska-Haas Purpose This paper aims to summarize a new alert issued by the Securities and Exchange Commission’s (SEC’s) Office of Compliance Inspections and Examinations (“OCIE”), highlighting the most common compliance issues relating to Rule 206(4)-1 (the “Advertising...

...-and-examination-priorities-letter Securities and Exchange Commission (SEC) Financial Industry Regulatory Authority (FINRA) Broker-dealer On January 8 the Financial Industry Regulatory Authority (FINRA) published its Annual Regulatory and Examination Priorities Letter[ 1 ], which highlights key areas...

...Stephanie M. Monaco; Amy Ward Pershkow; Leslie S. Cruz; Peter M. McCamman; Andrew D. Getsinger; Adam Kanter Purpose To explain a guidance update issued in February 2017 by the staff of the Division of Investment Management (Staff) at the US Securities and Exchange Commission (SEC) on how robo...

... Each of three US securities exchanges filed separate proposals to amend their listing standards to add specific continued listing standards for ETFs. Notwithstanding various concerns expressed in comment letters from key industry participants, by March 2017 the Securities and Exchange Commission (SEC...

... passively for the long term” (Lin, 2015, p. 468). Disclosure Rule 10b-5 Securities and Exchange Commission (SEC) Materiality standard Reasonable investor Federal securities laws The materiality standard first prescribed by the Supreme Court in TSC Industries v. Northway, Inc...

... years Board limit: 20%/2 Board limit: 25%/2 Group limit: 20 Group limit: unlimited John Newell can be contacted at: jnewell@goodwinlaw.com © 2016 Goodwin Procter LLP. All right reserved. 2016 Goodwin Procter LLP. (2016) Licensed re-use rights only Securities and Exchange...

...Andrew Blake; Robert Robinson; Alex Rovira; Charles Sommers Purpose To alert financial market participants to rules jointly proposed by the US Securities and Exchange Commission (SEC) and US Federal Deposit Insurance Corporation (FDIC) regarding orderly liquidation of certain large broker-dealers...

...Mark Srere; Jennifer Mammen Purpose To analyze the recent Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) whistleblower awards and to evaluate what issues may be important for in-house counsel in the future. Design/methodology/approach The article...

... to request additional information from the advisers or intermediaries, including: Marco Adelfio can be contacted at: madelfio@goodwinprocter.com © 2016 Goodwin Procter LLP. All right reserved. 2016 Licensed re-use rights only Securities and Exchange Commission (SEC) Rule 12b-1 Mutual...

...Alan Wolper; Heidi VonderHeide Purpose To explain the background, controversy and possible future developments related to the US Securities and Exchange Commission’s (SEC’s) increased use of administrative proceedings (APs), rather than court actions, in bringing enforcement matters. Design...

... lawyers. John Newell can be contacted at: jnewell@goodwinprocter.com © 2016 Goodwin Procter LLP. All rights reserved. 2016 Licensed re-use rights only Securities and Exchange Commission (SEC) Rule 14a-8 Shareholder proposals Directly conflicts exclusion Ordinary business exclusion...

...Ryan P. Brizek; P. Georgia Bullitt; Rose F. DiMartino; Margery K. Neale; P. Jay Spinola Purpose To describe and analyze a proposed rule recently issued by the US Securities and Exchange Commission (“SEC”) that would overhaul the use of derivatives and financial commitment transactions...

...Stuart Gelfond; Burcin Eren Purpose To summarize the technical guidelines for complying with the final crowdfunding rules issued by the US Securities and Exchange Commission (“SEC”) after more than three years of consideration pursuant to the Jumpstart Our Business Startups Act (“JOBS Act...

...Michael Rosella; Bill Belitsky; Alexandra Marghella Purpose To discuss a September 22, 2015 Securities and Exchange Commission (“SEC”) proposal for a set of broad and sweeping rules mandating that open-end mutual funds and exchange-traded funds (“ETFs”) develop and implement formalized and written...

...Brian Rubin; Amy Xu Purpose To analyze how the US Securities and Exchange Commission (SEC) has sanctioned broker-dealers (BDs) and registered investment advisers (RIAs) when cybersecurity breaches have occurred and to discuss whether the SEC is imposing a strict liability approach. Design...

...Andrew Brady; Rolf Zaiss; Nyron Persaud Purpose – To examine the proposed rules issued by the Securities and Exchange Commission (SEC) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national stock exchanges...

...Amy Ward Pershkow; Adam D. Kanter Purpose – To explain a recently settled administrative proceeding that the US Securities and Exchange Commission (SEC) brought against a private fund manager in connection with the use of fund assets to pay for the manager’s operating expenses. Design...

..., tailored compliance program and through internal investigations should be the standard for your companies,” she said. Ms Caldwell recommended that companies study NPA and DPA agreements to assess their own compliance and exposures. Foreign Corrupt Practices Act Securities and Exchange Commission...

...Nathan J. Greene Purpose – To explain proposed rules and amendments recently issued by the USA Securities and Exchange Commission (SEC) that would impose more detailed reporting requirements for investment advisers that file Form ADV. A companion article describes the SEC’s proposed registered...

... cases. Facts can be proven true or false by resort to conventional evidence; opinions, being essentially emanations of thought and imagination, cannot[ 9 ]. Aegis Frumento can be contacted at: afrumento@sterntannenbaum.com © Authors 2015 Securities and Exchange Commission (SEC...