Corporate & Financial Weekly Digest

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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.  …
On October 31, Institutional Shareholder Services Inc. (ISS) filed suit against the Securities and Exchange Commission in the US District Court for the District of Columbia, challenging the guidance that the SEC issued in August 2019 regarding the applicability of the federal proxy rules to proxy advisors such as ISS. The SEC’s guidance was previously discussed in the August 23, 2019 edition of Corporate & Financial Weekly Digest.…
On October 16, the Financial Industry Regulatory Authority (FINRA) published its 2019 Report on Examination Findings and Observations (Report). Unlike previous years, the Report delineates between examination “findings” and examination “observations.” “Findings” describe violations of a rule or regulation, whereas “observations” refer to suggestions regarding how firms can improve controls and mitigate risk. The annual Report summarizes various findings and observations from recent examinations of its member firms on a range of topics, including the…
On October 18, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-34 (Notice) regarding the annual compliance meeting (ACM) requirement in Rule 3110(a)(7) and corresponding Supplementary Material .04 (SM .04). The rule requires each registered representative and registered principal to participate, at least once per year, in an interview or meeting at which compliance matters relevant to their particular activities are discussed with the firm, ensuring that registered persons remain current on applicable regulatory…
On October 17, the Securities and Exchange Commission approved a rule proposal filed by Cboe Exchange, Inc. (CBOE) allowing the off-floor transfers of options positions by Trading Permit Holders (TPHs) under a new circumstance. Under proposed Rule 6.9, positions in options listed on CBOE would be permitted to be transferred outside CBOE by a TPH in connection with transactions to purchase or redeem creation units of exchange-traded fund (ETF) shares between an “authorized participant” and the…
On October 21, the Securities and Exchange Commission (SEC) issued an Order Instituting Proceedings (the Order) to determine whether to approve a proposed rule change filed by Cboe Exchange, Inc. (CBOE) regarding off-floor position transfers. Generally, CBOE requires a Trading Permit Holder (TPH) to effect transactions in listed options on an exchange.…