Pub Date : 2019-10-14DOI: 10.1108/JOIC-05-2019-0029
B. Rice, Bisola Williams
Purpose To review the findings of the Financial Conduct Authority's consumer research on cryptoassets. Design/methodology/approach Summarises the FCA's research and draws on other recent cryptoasset papers/announcements. Findings The research finds consumers do not understand crytpoassets well, and not many of them buy them; those that do see them as a fast track to wealth. Practical implications This research will further inform the approach the FCA eventually takes in clarifying the regulatory perimeter for cryptoassets. Originality/value Summary by experts in the field.
{"title":"Cryptoassets consumer research points to ignorance and risky behaviour","authors":"B. Rice, Bisola Williams","doi":"10.1108/JOIC-05-2019-0029","DOIUrl":"https://doi.org/10.1108/JOIC-05-2019-0029","url":null,"abstract":"\u0000Purpose\u0000To review the findings of the Financial Conduct Authority's consumer research on cryptoassets.\u0000\u0000\u0000Design/methodology/approach\u0000Summarises the FCA's research and draws on other recent cryptoasset papers/announcements.\u0000\u0000\u0000Findings\u0000The research finds consumers do not understand crytpoassets well, and not many of them buy them; those that do see them as a fast track to wealth.\u0000\u0000\u0000Practical implications\u0000This research will further inform the approach the FCA eventually takes in clarifying the regulatory perimeter for cryptoassets.\u0000\u0000\u0000Originality/value\u0000Summary by experts in the field.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"79 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127302406","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-10-14DOI: 10.1108/joic-07-2019-0040
Arthur L. Zwickel, Keith D. Pisani, Alicia M. Harrison
Purpose The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5. Design/methodology/approach The approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC. Findings The SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5. Originality/value This article provides expert analysis and guidance from experienced securities lawyers.
{"title":"SEC reporting obligations for insiders and large traders under Section 13 and Section 16 of the Exchange Act","authors":"Arthur L. Zwickel, Keith D. Pisani, Alicia M. Harrison","doi":"10.1108/joic-07-2019-0040","DOIUrl":"https://doi.org/10.1108/joic-07-2019-0040","url":null,"abstract":"\u0000Purpose\u0000The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.\u0000\u0000\u0000Design/methodology/approach\u0000The approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC.\u0000\u0000\u0000Findings\u0000The SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5.\u0000\u0000\u0000Originality/value\u0000This article provides expert analysis and guidance from experienced securities lawyers.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133259066","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-10-14DOI: 10.1108/JOIC-05-2019-0028
Susan Light, James S. Normile, Leonard Licht
Purpose To explain FINRA’s new 529 Plan Share Class Initiative, which encourages broker-dealers to self-report violations. Design/methodology/approach This article provides an overview of 529 plans, the various fee structures of the underlying investment funds, and guidance that broker-dealers should tailor their recommendations to the needs of the individual customer. The article discusses FINRA’s initiative for broker-dealers to self-report if they have violations in this area. It describes various supervisory failures brokerage firms may experience in connection with recommending 529 plans, eligibility for the self-reporting initiative and benefits of self-reporting. Findings This FINRA initiative provides an opportunity for firms to reflect on their supervisory systems and provide restitution to harmed customers. It also provides relevant fee-based investment information to customers. Practical implications 529 plans are valuable tax-advantaged tools to encourage saving for the future educational expenses of a designated beneficiary. If brokerage firms lack reasonable supervisory procedures to recommend appropriate investments based on the length of the investment horizon, this FINRA initiative provides a unique and limited opportunity for firms to assess their supervisory systems and procedures governing 529 Plan share-class recommendations, to identify and remediate any defects, and to compensate any investors harmed by supervisory failures, while possibly avoiding fines for such conduct. Originality/value Expert guidance from experienced financial services regulatory and public finance lawyers.
{"title":"FINRA 529 Plan Share Class Initiative encourages firms to self-report violations","authors":"Susan Light, James S. Normile, Leonard Licht","doi":"10.1108/JOIC-05-2019-0028","DOIUrl":"https://doi.org/10.1108/JOIC-05-2019-0028","url":null,"abstract":"\u0000Purpose\u0000To explain FINRA’s new 529 Plan Share Class Initiative, which encourages broker-dealers to self-report violations.\u0000\u0000\u0000Design/methodology/approach\u0000This article provides an overview of 529 plans, the various fee structures of the underlying investment funds, and guidance that broker-dealers should tailor their recommendations to the needs of the individual customer. The article discusses FINRA’s initiative for broker-dealers to self-report if they have violations in this area. It describes various supervisory failures brokerage firms may experience in connection with recommending 529 plans, eligibility for the self-reporting initiative and benefits of self-reporting.\u0000\u0000\u0000Findings\u0000This FINRA initiative provides an opportunity for firms to reflect on their supervisory systems and provide restitution to harmed customers. It also provides relevant fee-based investment information to customers.\u0000\u0000\u0000Practical implications\u0000529 plans are valuable tax-advantaged tools to encourage saving for the future educational expenses of a designated beneficiary. If brokerage firms lack reasonable supervisory procedures to recommend appropriate investments based on the length of the investment horizon, this FINRA initiative provides a unique and limited opportunity for firms to assess their supervisory systems and procedures governing 529 Plan share-class recommendations, to identify and remediate any defects, and to compensate any investors harmed by supervisory failures, while possibly avoiding fines for such conduct.\u0000\u0000\u0000Originality/value\u0000Expert guidance from experienced financial services regulatory and public finance lawyers.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"126 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117343032","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-10-14DOI: 10.1108/joic-07-2019-0041
Mike Nonaka, J. Konko, C. Gaffney
Purpose To summarize FinCEN’s new interpretive guidance on how its regulations apply to business models involving convertible virtual currencies (“CVCs”). Design/methodology/approach Highlights the most significant aspects of FinCEN’s CVC guidance, including several of the CVC business models discussed in the guidance. Findings FinCEN’s latest guidance does not create any new legal requirements but clarifies how existing regulations apply to business models involving CVCs. Practical implications Practitioners advising on CVC issues should be familiar with FinCEN’s latest guidance and how FinCEN regulations may impact their clients. Originality/value Highlights the most important takeaways from FinCEN’s guidance based on our firm’s experience in the CVC space. Lawyers representing clients on CVC issues will find this article valuable.
{"title":"FinCEN Issues guidance to synthesize regulatory framework for virtual currency","authors":"Mike Nonaka, J. Konko, C. Gaffney","doi":"10.1108/joic-07-2019-0041","DOIUrl":"https://doi.org/10.1108/joic-07-2019-0041","url":null,"abstract":"\u0000Purpose\u0000To summarize FinCEN’s new interpretive guidance on how its regulations apply to business models involving convertible virtual currencies (“CVCs”).\u0000\u0000\u0000Design/methodology/approach\u0000Highlights the most significant aspects of FinCEN’s CVC guidance, including several of the CVC business models discussed in the guidance.\u0000\u0000\u0000Findings\u0000FinCEN’s latest guidance does not create any new legal requirements but clarifies how existing regulations apply to business models involving CVCs.\u0000\u0000\u0000Practical implications\u0000Practitioners advising on CVC issues should be familiar with FinCEN’s latest guidance and how FinCEN regulations may impact their clients.\u0000\u0000\u0000Originality/value\u0000Highlights the most important takeaways from FinCEN’s guidance based on our firm’s experience in the CVC space. Lawyers representing clients on CVC issues will find this article valuable.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129702460","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-10-14DOI: 10.1108/JOIC-05-2019-0027
M. Spafford, Daren F. Stanaway, Sabin Chung
Purpose To analyze the CFTC’s approach to regulating cryptocurrencies and blockchain technologies in light of their cross-border nature, limitations on the CFTC’s extraterritorial authority, and the CFTC’s prerogative to work cooperatively with foreign regulators. Design/methodology/approach Discusses the principles set forth in CFTC Chairman Christopher Giancarlo’s White Paper regarding cross-border swap regulation; analyzes the similar nature of cross-border issues arising from regulation of cryptocurrencies and blockchain technologies; examines regulations and guidance implemented by foreign authorities in the blockchain and cryptocurrency space; and assesses the limitations of the CFTC’s extraterritorial authority. Findings The principles set forth in Chairman Giancarlo’s White Paper regarding cross-border swap regulation apply equally to blockchain technologies and cryptocurrencies, and as such, the CFTC may wish to pursue an analogous approach to regulating cryptocurrencies and blockchain technologies. Practical implications The CFTC should exercise deference to and cooperate with foreign counterparts to regulate cryptocurrencies and blockchain technologies that traverse international borders, thereby avoiding overlapping and potentially conflicting regulation while fostering an innovative growth environment for emerging technologies. Originality/value In-depth analysis and insight from experienced professionals in the CFTC and cross-border investigations and enforcement space.
{"title":"Blockchain and cryptocurrencies: a cross-border conundrum","authors":"M. Spafford, Daren F. Stanaway, Sabin Chung","doi":"10.1108/JOIC-05-2019-0027","DOIUrl":"https://doi.org/10.1108/JOIC-05-2019-0027","url":null,"abstract":"\u0000Purpose\u0000To analyze the CFTC’s approach to regulating cryptocurrencies and blockchain technologies in light of their cross-border nature, limitations on the CFTC’s extraterritorial authority, and the CFTC’s prerogative to work cooperatively with foreign regulators.\u0000\u0000\u0000Design/methodology/approach\u0000Discusses the principles set forth in CFTC Chairman Christopher Giancarlo’s White Paper regarding cross-border swap regulation; analyzes the similar nature of cross-border issues arising from regulation of cryptocurrencies and blockchain technologies; examines regulations and guidance implemented by foreign authorities in the blockchain and cryptocurrency space; and assesses the limitations of the CFTC’s extraterritorial authority.\u0000\u0000\u0000Findings\u0000The principles set forth in Chairman Giancarlo’s White Paper regarding cross-border swap regulation apply equally to blockchain technologies and cryptocurrencies, and as such, the CFTC may wish to pursue an analogous approach to regulating cryptocurrencies and blockchain technologies.\u0000\u0000\u0000Practical implications\u0000The CFTC should exercise deference to and cooperate with foreign counterparts to regulate cryptocurrencies and blockchain technologies that traverse international borders, thereby avoiding overlapping and potentially conflicting regulation while fostering an innovative growth environment for emerging technologies.\u0000\u0000\u0000Originality/value\u0000In-depth analysis and insight from experienced professionals in the CFTC and cross-border investigations and enforcement space.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125562824","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-10-14DOI: 10.1108/joic-05-2019-0031
H. R. Banks, Bradley J. Bondi, Charles A. Gilman, Elaine Katz, Geoffrey E. Liebmann, Ross Sturman, Nicholas S. Millington
Purpose To explain the rule changes in Nasdaq’s new Listing Rule IM-5315-1, approved by the US Securities and Exchange Commission (SEC) on February 15, 2019, that permit direct listings on Nasdaq without an initial public offering, similar to the New York Stock Exchange (NYSE) rule changes approved in 2018. Design/methodology/approach Explains the legislative and regulatory background, historic limitations on direct Nasdaq listings, and de-tailed provisions of Nasdaq’s new Listing Rule IM-5315-1. Findings The direct listing alternative to an IPO may appeal to cash-rich companies that do not need the publicity or new capital associated with a traditional IPO. Originality/value Expert analysis from experienced securities litigation and corporate governance lawyers.
{"title":"SEC approves Nasdaq rule change to permit direct listings without an IPO","authors":"H. R. Banks, Bradley J. Bondi, Charles A. Gilman, Elaine Katz, Geoffrey E. Liebmann, Ross Sturman, Nicholas S. Millington","doi":"10.1108/joic-05-2019-0031","DOIUrl":"https://doi.org/10.1108/joic-05-2019-0031","url":null,"abstract":"\u0000Purpose\u0000To explain the rule changes in Nasdaq’s new Listing Rule IM-5315-1, approved by the US Securities and Exchange Commission (SEC) on February 15, 2019, that permit direct listings on Nasdaq without an initial public offering, similar to the New York Stock Exchange (NYSE) rule changes approved in 2018.\u0000\u0000\u0000Design/methodology/approach\u0000Explains the legislative and regulatory background, historic limitations on direct Nasdaq listings, and de-tailed provisions of Nasdaq’s new Listing Rule IM-5315-1.\u0000\u0000\u0000Findings\u0000The direct listing alternative to an IPO may appeal to cash-rich companies that do not need the publicity or new capital associated with a traditional IPO.\u0000\u0000\u0000Originality/value\u0000Expert analysis from experienced securities litigation and corporate governance lawyers.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"319 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123162968","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-09-26DOI: 10.1108/joic-08-2019-0046
F. Falco
Purpose To explain the impacts of the class action, as recently amended by the Italian Parliament, and help financial institutions to develop a compliance approach in order to avoid and/or mitigate the relevant risks. Design/methodology/approach This article provides an overview on the Italian class action, as recently amended by the Italian Law No. 31/2019, examines the relevant impact for financial institutions (taking into account some recent case law) and identifies possible compliance solutions to avoid/mitigate the relevant risks. Findings The recent amendments to the Italian class action may increase risks for financial institutions. Practical implications (Optional) Financial institutions should examine their relationships with stakeholders in the light of the new Italian class action in order to implement policies and procedures to prevent the relevant risks. Originality/value Practical guidance from an experienced lawyer in the litigation and compliance fields.
{"title":"Financial institutions and the new class action under Italian law: a compliance approach","authors":"F. Falco","doi":"10.1108/joic-08-2019-0046","DOIUrl":"https://doi.org/10.1108/joic-08-2019-0046","url":null,"abstract":"\u0000Purpose\u0000To explain the impacts of the class action, as recently amended by the Italian Parliament, and help financial institutions to develop a compliance approach in order to avoid and/or mitigate the relevant risks.\u0000\u0000\u0000Design/methodology/approach\u0000This article provides an overview on the Italian class action, as recently amended by the Italian Law No. 31/2019, examines the relevant impact for financial institutions (taking into account some recent case law) and identifies possible compliance solutions to avoid/mitigate the relevant risks.\u0000\u0000\u0000Findings\u0000The recent amendments to the Italian class action may increase risks for financial institutions.\u0000\u0000\u0000Practical implications (Optional)\u0000Financial institutions should examine their relationships with stakeholders in the light of the new Italian class action in order to implement policies and procedures to prevent the relevant risks.\u0000\u0000\u0000Originality/value\u0000Practical guidance from an experienced lawyer in the litigation and compliance fields.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132661685","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-09-18DOI: 10.1108/joic-07-2019-0043
Laura S. Pruitt, David P. Bergers, E. Love
Purpose The purpose of this paper is to summarize and analyze the 2019 broker-dealer examination priorities of the Financial Industry Regulatory Authority (“FINRA”) and the US Securities and Exchange Commission’s (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”). Design/methodology/approach This paper provides an overview of the FINRA and OCIE examination priorities for the year, details particular aspects of both regulators’ priorities that may be of interest to broker-dealers and provides practical tips to prepare for a regulatory exam. Findings In 2019, OCIE intends to prioritize retail investors, compliance and risk in registrants responsible for critical market infrastructure, digital assets, cybersecurity and anti-money laundering programs. FINRA will focus on a number of materially new areas of attention, as well as on sales practice, operational, market and financial risks. Practical implications Broker-dealer firms should review their policies and procedures in the areas highlighted by FINRA and OCIE, both to ensure that the procedures are consistent with existing regulatory requirements and to assure that firm personnel are actually complying with those policies and procedures. In situations where the firm’s practices have changed over time, firms should amend their policies and procedures to comport with current practices. Originality/value This paper provides an overview of the notable aspects of both regulators’ examination priorities that are particularly relevant to broker-dealers and recommends ways that firms can prepare for examinations on those issues.
{"title":"SEC and FINRA broker-dealer exam priorities for 2019: how to prepare","authors":"Laura S. Pruitt, David P. Bergers, E. Love","doi":"10.1108/joic-07-2019-0043","DOIUrl":"https://doi.org/10.1108/joic-07-2019-0043","url":null,"abstract":"\u0000Purpose\u0000The purpose of this paper is to summarize and analyze the 2019 broker-dealer examination priorities of the Financial Industry Regulatory Authority (“FINRA”) and the US Securities and Exchange Commission’s (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”).\u0000\u0000\u0000Design/methodology/approach\u0000This paper provides an overview of the FINRA and OCIE examination priorities for the year, details particular aspects of both regulators’ priorities that may be of interest to broker-dealers and provides practical tips to prepare for a regulatory exam.\u0000\u0000\u0000Findings\u0000In 2019, OCIE intends to prioritize retail investors, compliance and risk in registrants responsible for critical market infrastructure, digital assets, cybersecurity and anti-money laundering programs. FINRA will focus on a number of materially new areas of attention, as well as on sales practice, operational, market and financial risks.\u0000\u0000\u0000Practical implications\u0000Broker-dealer firms should review their policies and procedures in the areas highlighted by FINRA and OCIE, both to ensure that the procedures are consistent with existing regulatory requirements and to assure that firm personnel are actually complying with those policies and procedures. In situations where the firm’s practices have changed over time, firms should amend their policies and procedures to comport with current practices.\u0000\u0000\u0000Originality/value\u0000This paper provides an overview of the notable aspects of both regulators’ examination priorities that are particularly relevant to broker-dealers and recommends ways that firms can prepare for examinations on those issues.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-18","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130563610","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-07-01DOI: 10.1108/JOIC-04-2019-0022
Laura D. Richman, David S. Bakst, Robert F. Gray, Michael L. Hermsen, A. Pinedo, David A. Schuette
Purpose To describe the modernization and simplification amendments of certain disclosure requirements of Regulation S-K and related rules and forms recently adopted by the US Securities and Exchange Commission (SEC). Design/methodology/approach This article provides an overview of the amendments, their effective dates and related practical considerations for companies. Findings The amendments cover many provisions within Regulation S-K and affect various forms that rely on the integrated disclosure requirements of Regulation S-K. The amendments are designed to enhance the readability and navigability of SEC filings, to discourage repetition and disclosure of immaterial information and to reduce the burdens on registrants, all while still providing material information to investors. The amendments contain several changes relating to confidential information contained in exhibits. For consistency, parallel amendments have been adopted to rules other than Regulation S-K, as well as to forms for registration statements and reports. Practical implications Most of the amendments are effective May 2, 2019. The amendments relating to the redaction of confidential information in certain exhibits became effective April 2, 2019. Given these dates, companies should review the rule changes implemented by the amendment now and consider how they will impact their disclosure in upcoming SEC filings. Originality/value Practical guidance from experienced lawyers in the Corporate & Securities practice.
{"title":"SEC adopts rules to modernize and simplify disclosure","authors":"Laura D. Richman, David S. Bakst, Robert F. Gray, Michael L. Hermsen, A. Pinedo, David A. Schuette","doi":"10.1108/JOIC-04-2019-0022","DOIUrl":"https://doi.org/10.1108/JOIC-04-2019-0022","url":null,"abstract":"\u0000Purpose\u0000To describe the modernization and simplification amendments of certain disclosure requirements of Regulation S-K and related rules and forms recently adopted by the US Securities and Exchange Commission (SEC).\u0000\u0000\u0000Design/methodology/approach\u0000This article provides an overview of the amendments, their effective dates and related practical considerations for companies.\u0000\u0000\u0000Findings\u0000The amendments cover many provisions within Regulation S-K and affect various forms that rely on the integrated disclosure requirements of Regulation S-K. The amendments are designed to enhance the readability and navigability of SEC filings, to discourage repetition and disclosure of immaterial information and to reduce the burdens on registrants, all while still providing material information to investors. The amendments contain several changes relating to confidential information contained in exhibits. For consistency, parallel amendments have been adopted to rules other than Regulation S-K, as well as to forms for registration statements and reports.\u0000\u0000\u0000Practical implications\u0000Most of the amendments are effective May 2, 2019. The amendments relating to the redaction of confidential information in certain exhibits became effective April 2, 2019. Given these dates, companies should review the rule changes implemented by the amendment now and consider how they will impact their disclosure in upcoming SEC filings.\u0000\u0000\u0000Originality/value\u0000Practical guidance from experienced lawyers in the Corporate & Securities practice.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121200555","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-07-01DOI: 10.1108/JOIC-04-2019-0025
D. Hawke
Purpose To explain a February 20, 2019 US Securities and Exchange Commission (SEC) settled enforcement action against Gladius Network LLC for failing to register an initial coin offering (ICO) under the federal securities laws, in which Gladius was able to avoid a civil penalty by self-reporting the violation and cooperating with the SEC enforcement staff. Design/methodology/approach Explains Gladius’ self-reporting, cooperation and remedial steps; why the SEC imposed no civil penalty on Gladius; and two similar cases the SEC instituted in July 2018 against companies that conducted unregistered ICOs, did not self-report, and were penalized. Provides analysis and conclusions. Findings The Gladius case offers important insight into how the SEC and its staff think about cooperation credit in resolving SEC enforcement actions and sends a clear message that self-reporting to the SEC can result in meaningful cooperation credit. In three recent cases, the Commission has made clear that once it put the industry on notice that ICOs could be securities that must be registered under the federal securities laws, a party risks enforcement action by failing to do so. Originality/value Expert analysis and guidance from an experienced securities lawyer who counsels clients on all manner of SEC enforcement, examination and regulatory policy matters.
{"title":"SEC credits self-reporting and cooperation in not imposing penalty on ICO sponsor","authors":"D. Hawke","doi":"10.1108/JOIC-04-2019-0025","DOIUrl":"https://doi.org/10.1108/JOIC-04-2019-0025","url":null,"abstract":"\u0000Purpose\u0000To explain a February 20, 2019 US Securities and Exchange Commission (SEC) settled enforcement action against Gladius Network LLC for failing to register an initial coin offering (ICO) under the federal securities laws, in which Gladius was able to avoid a civil penalty by self-reporting the violation and cooperating with the SEC enforcement staff.\u0000\u0000\u0000Design/methodology/approach\u0000Explains Gladius’ self-reporting, cooperation and remedial steps; why the SEC imposed no civil penalty on Gladius; and two similar cases the SEC instituted in July 2018 against companies that conducted unregistered ICOs, did not self-report, and were penalized. Provides analysis and conclusions.\u0000\u0000\u0000Findings\u0000The Gladius case offers important insight into how the SEC and its staff think about cooperation credit in resolving SEC enforcement actions and sends a clear message that self-reporting to the SEC can result in meaningful cooperation credit. In three recent cases, the Commission has made clear that once it put the industry on notice that ICOs could be securities that must be registered under the federal securities laws, a party risks enforcement action by failing to do so.\u0000\u0000\u0000Originality/value\u0000Expert analysis and guidance from an experienced securities lawyer who counsels clients on all manner of SEC enforcement, examination and regulatory policy matters.\u0000","PeriodicalId":399186,"journal":{"name":"Journal of Investment Compliance","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126659165","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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