Corporate & Financial Weekly Digest

On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934 (Exchange Act) to address required share ownership thresholds for a proponent to submit a shareholder proposal, update the “one proposal” rule to clarify the rule that a person can only submit one proposal per meeting and amend the vote support thresholds required for a proponent to resubmit a shareholder proposal at subsequent shareholder meetings.…
On November 5, the Securities and Exchange Commission voted to propose amendments to the rules governing proxy solicitations to expressly apply them to proxy voting advisors. The proposed amendments would codify the SEC’s position that proxy voting advice is a “solicitation” within the meaning of the proxy rules, place certain disclosure requirements on proxy voting advice and define what would be impermissible false or misleading disclosure in the context of proxy voting advice.…
On November 4, the Securities and Exchange Commission extended temporary no-action relief to firms that are regulated in the United States in connection with their efforts to comply with the research provisions of the European Union’s Markets in Financial Instruments Directive II (MiFID II). Under the extension, the SEC staff will not recommend enforcement action under the Investment Advisers Act of 1940 against broker-dealers receiving payments in hard dollars or through research payment accounts from…
On November 5, the Commodity Futures Trading Commission (CFTC) approved Foreign Board of Trade (FBOT) registration applications for three non-US exchanges to allow their members and other US participants to enter orders directly into their respective trade matching systems. The FBOTs receiving such approvals were: 1) Euronext Amsterdam N.V.; 2) Euronext Paris SA; and 3) the European Energy Exchange of Germany, bringing the total number of FBOTs registered with the CFTC to 21.…
On November 1, the National Futures Association (NFA) issued Notice to Members I-19-22, announcing that NFA’s Swap Proficiency Requirements would launch and become accessible online on January 31, 2020 (Swap Proficiency Requirements). Each NFA Member with associated persons required to take the Swap Proficiency Requirements must designate at least one Swaps Proficiency Requirements Administrator who will coordinate enrollment and track progress. The NFA Notice to Members is available here.…
On November 4, the Securities and Exchange Commission announced that it voted to propose amendments to modernize the rules under the Investment Advisers Act of 1940 (Advisers Act) addressing investment adviser advertisements and payments to solicitors. According to the SEC, the “proposed amendments to the advertising rule (Rule 206(4)-1 under the Advisers Act) would replace the current rule’s broadly drawn limitations with principles-based provisions,” and would permit the use of testimonials, endorsements and third-party ratings,…
On October 31, the European Scrutiny Committee published a letter they received from John Glen MP, Economic Secretary to the Treasury, regarding potential equivalence arrangements that might be put in place between the UK and the EU following Brexit. The European Scrutiny Committee is a committee of the House of Commons and is chaired by Sir William Cash MP.…
On October 24, the Securities and Exchange Commission proposed amendments to update filing fee disclosure and payment methods. The proposed amendments would apply to most fee-bearing forms, schedules and statements, including Forms S-1, S-3, S-4, S-8 and S-11, related foreign private issuer forms, proxy statements, information statements, Schedule TO and certain Investment Company Act of 2940 forms.…
On October 25, the Financial Industry Regulatory Authority (FINRA) filed a rule change (SR-FINRA-2019-026) with the Securities and Exchange Commission that postpones for another full year the implementation of mandatory margin for Covered Agency Transactions under FINRA Rule 4210. The scheduled implementation date will now be March 25, 2021 instead of March 25, 2020.  …