The United States Department of Labor (“DOL”) has had a very active summer regulating the securities industry. Yes, you heard it right, the DOL has made certain pronouncements that have considerable effect on the securities industry. Initially, the DOL allowed 401(k) plans to invest in private equity funds so long as they are managed by an investment professional. The DOL allowed specific types of private equity investments provided the investment professional satisfied its fiduciary obligations.…

Securities Compliance Sentinel

Risk Factor Considerations in the time of COVID-19

By Jesse Fishman

June 4, 2020

By Jesse Fishman and Laura Holm In Quarterly Reports on Form 10-Q, companies are required to disclose any material changes to risk factors that were included in their most recent Annual Report on Form 10-K. Many companies do not update risk factors in their first quarter 10-Q filing because no material changes have occurred since the filing of the Form 10-K. However, the world changed drastically in the first and second quarters of 2020 and…

Securities Compliance Sentinel

Join Jon Heyl and Alex Kerzhner Discussing Challenges the PE/HF Industry Faces During the Pandemic

By Ernest Badway

May 31, 2020

Join our colleagues, Jon Heyl and Alex Kerzhner, in what is sure to be an important review of the challenges facing the PE/HF industry during the pandemic. The webinar will take place on Thursday, June 4, 2020 at 2 p.m. (EDT)/ 11 a.m. (PDT). Please register (or click) at this site: https://foxrothschild2.webex.com/mw3300/mywebex/default.do?nomenu=true&siteurl=foxrothschild2&service=6&rnd=0.520498216233004&main_url=https%3A%2F%2Ffoxrothschild2.webex.com%2Fec3300%2Feventcenter%2Fevent%2FeventAction.do%3FtheAction%3Ddetail%26%26%26EMK%3D4832534b00000004a042107c2af537d531b2ac872f843c41108c4da97db0231303c011bd8277765f%26siteurl%3Dfoxrothschild2%26confViewID%3D161131266161257810%26encryptTicket%3DSDJTSwAAAASqE0ZuyzNd7jcvQfkqx3mqfGmPjA6SK9Z5v54tVs7LwQ2%26 …

Securities Compliance Sentinel

Cybersecurity: An Issue for BDs and RIAs During this Pandemic

By Ernest Badway

May 7, 2020

Sadly, the hackers of the world have not let the pandemic get in the way of their nefarious activities. In particular, BDs and RIAs have been primary targets. In our prior blog postings, we discussed business continuity plans and the requirement these plans include cybersecurity provisions. We believe that the SEC, FINRA, and the various states could begin to review these firms for cybersecurity issues as early as this summer. Thus, the old adage– be…

Securities Compliance Sentinel

Fox Rothschild’s Securities Industry Group Members Oksana Wright and Charles DeMonaco Publish Article on Corporate Compliance Measures During the Covid-19 Crisis

By Oksana G. Wright

May 5, 2020

Oksana Wright and Charles DeMonaco discuss the management and corporate compliance measures for the companies to prioritize during the time of cost-cutting and uncertainty: https://www.corporatecomplianceinsights.com/corporate-compliance-during-covid-19/…

Securities Compliance Sentinel

“A Rose by Any Other Name Would Smell as Sweet,” Not So for BDs and Advisors

By Ernest Badway

April 29, 2020

Although we are certain that Shakespeare never had to deal with the vagaries of Regulation BI, we do, and, in a series of questions relating to Regulation BI, the SEC Staff made it abundantly clear that, if you are a broker-dealer and not also a registered investment adviser, you cannot use the term “adviser” or “advisor.” See https://www.sec.gov/tm/faq-regulation-best-interest#disclosure. The SEC Staff went further to state that, if the terms “adviser” or “advisor” are used in a…

Securities Compliance Sentinel

Fox Rothschild’s Securities Industry Group Members Ernie Badway and Alex Kerzhner Publish Alert on NYSAG’s Pandemic Rule-Making on Finders and Business Brokers

By Ernest Badway

April 29, 2020

NY State Attorney General Targets Finders and Business Brokers in Pandemic Rule-Making…

Securities Compliance Sentinel

SEC and States Provide Relief for Upcoming Proxy Season Due to COVID-19

By Jesse Fishman & Vincent A. Vietti

April 28, 2020

As proxy season approaches for a number of public companies, the Securities and Exchange Commission (SEC) and certain state authorities have taken steps to revise their current corporation laws or provide guidance for companies regarding the conduct of annual shareholder meetings in light of the COVID-19 outbreak. The SEC has provided relief for companies seeking to comply with the proxy rules promulgated under the Securities Exchange Act of 1934. always, the goals of the recent…

Securities Compliance Sentinel

Private Equity/Hedge Funds Have Not Been Lucky with the SEC Lately

By Ernest Badway

April 28, 2020

In 2 separate actions, the SEC came down very hard on private equity/hedge funds regarding both disclosure and operational issues. See https://www.sec.gov/enforce/ia-5478-s; and https://www.sec.gov/enforce/ia-5485-s. In the first action, a firm settled for $1 million because it allegedly mischaracterized its prior investments in its marketing materials. This purported misrepresentation led to an over-statement of the fund’s performance. The SEC brought an action against the fund for allowing such an over-inflation in its disclosures to occur. …

Securities Compliance Sentinel

Securities Regulators Will Be Conducting Exams on BCPs

By Ernest Badway

April 27, 2020

Last month, we discussed business continuity plans and how important they were to firms. Further, my partner, Josh Horn, and I, recently, conducted a webinar for the NSCP on this very topic. Now, we know both the SEC and FINRA will be conducting examinations to evaluate securities firms response to the pandemic as well as their BCPs. In particular, the regulators have indicated that they will be focusing on business operations and continuity; firm policies;…

Securities Compliance Sentinel

Analysis of cutting-edge securities industry issues

Blog Authors

The DOL: The New Securities Regulator?

Risk Factor Considerations in the time of COVID-19

Join Jon Heyl and Alex Kerzhner Discussing Challenges the PE/HF Industry Faces During the Pandemic

Cybersecurity: An Issue for BDs and RIAs During this Pandemic

Fox Rothschild’s Securities Industry Group Members Oksana Wright and Charles DeMonaco Publish Article on Corporate Compliance Measures During the Covid-19 Crisis

“A Rose by Any Other Name Would Smell as Sweet,” Not So for BDs and Advisors

Fox Rothschild’s Securities Industry Group Members Ernie Badway and Alex Kerzhner Publish Alert on NYSAG’s Pandemic Rule-Making on Finders and Business Brokers

SEC and States Provide Relief for Upcoming Proxy Season Due to COVID-19

Private Equity/Hedge Funds Have Not Been Lucky with the SEC Lately

Securities Regulators Will Be Conducting Exams on BCPs

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