Category Archives: Compliance

Subscribe to Compliance RSS Feed

NASDAQ Provides Additional Flexibility Under Its 20% Shareholder Approval Rule

Effective Sept. 26, 2018, the Securities and Exchange Commission approved amendments to Nasdaq’s shareholder approval rule regarding issuances of 20% or more of an issuer’s outstanding common stock or voting power in a private offering. The amendments are intended to update Nasdaq’s shareholder approval rules from their 1990 adoption and enhance the ability for capital … Continue Reading

FINRA Sends Targeted Exam Letter Concerning the Sale of Non-Traded Business Development Companies

FINRA recently sent a sweep letter (or targeted exam letter) to select broker dealers, inquiring about those firms’ sale of non-traded Business Development Companies (BDCs).  BDCs are SEC-registered investment companies (usually closed-end funds) that pool investor funds in a debt or equity portfolio (typically of small- or medium-sized companies), with the objective of generating income … Continue Reading

Coscia Gets 3 Years in Prison: The Criminalization of Trading Commodities?

Sarao, Coscia, and now the Berkshire Power Company, each charged with crimes – spoofing, fraud, false information – relating to commodity trading. Commodity traders likely have incorporated into their compliance regimes the general risk that allegations of criminal fraud could arise. These criminal matters no longer appear to be isolated instances and, instead, counsel for … Continue Reading

New SEC Rule Proposal – Written Business Continuity and Transition Plans for Registered Advisers

Earlier this week, the SEC issued a Press Release announcing a Rule Proposal that would require SEC-registered investment advisers to adopt written business continuity and transition plans (BCP) as part of their compliance program.  The comment period on the Rule Proposal is expected to close in September.  Under the proposed rule, an adviser’s written BCP … Continue Reading

SEC Raises Net Worth Threshold for ‘Qualified Client’ Status to $2.1 Million Effective Aug. 15, 2016

As it previously signaled it would do, on June 14, 2016, the SEC issued an Order (available here) increasing the net worth threshold for qualification as a “qualified client” under Rule 205-3 under the Advisers Act from $2 million to $2.1 million (the SEC did not adjust the assets under management of the adviser threshold, … Continue Reading

SEC Issues No-Action Letter on Custody Rule

On April 25, 2016, the SEC issued a no-action letter to the Investment Advisers Association clarifying its views on the application of Rule 206(4)-2 under the Advisers Act (the Custody Rule) to situations involving a sub-adviser in an investment advisory program for which a related person qualified custodian is the primary adviser and the primary … Continue Reading

Three Greenberg Traurig Shareholders to Speak at Mortgage Bankers Association Legal Issues and Regulatory Compliance Conference

Greenberg Traurig Shareholders Michele L. Stocker and Jennifer L. Gray, both co-chairs of the Consumer Financial Services Litigation Practice, as well as Shareholder Murray B. Silverstein, will be speaking at the 2016 Mortgage Bankers Association (MBA) Legal Issues and Regulatory Compliance (LIRC) Conference. This four-day event will take place May 1-4, 2016, at the Hyatt … Continue Reading

SEC Seeks Additional Resources for Examination and Enforcement in FY 2017 Budget Request

The Securities and Exchange Commission (SEC) recently presented the President’s Fiscal Year 2017 budget request for the SEC to Congress.  Among the notable requests, the SEC seeks significant additional resources for increased examination coverage, primarily of investment advisers and investment companies but also related to broker dealers, crowdfunding portals, and other entities.  The SEC also seeks … Continue Reading

OCC Issues New Guidance and Policies on Enforcement Actions and Civil Monetary Penalties Against Institutions and Individuals

The Office of the Comptroller of the Currency (“OCC”) recently released new guidance on the process it uses when considering enforcement actions against banking institutions and individuals for potential non-compliance with Bank Secrecy Act (“BSA”) compliance program requirements and anti-money laundering (“AML”) rules.  At the same time, the OCC also issued a revised policy for … Continue Reading

Propriety of Constitutional Challenges to Agency Administrative Proceedings Discussed by Federal Regulators, and Supported by at Least One

Top enforcement chiefs from the SEC, CFTC, DOJ and FINRA participated on a panel discussion of current enforcement trends and issues during the Current Enforcement Issues Panel discussion as part of this week’s SIFMA Compliance and Legal Division annual seminar.    The agenda at the SEC dominated much of the discussion. SEC Enforcement Director Andrew Ceresney … Continue Reading

SEC Continues its Focus on Advisory Fees

The SEC recently brought a settled enforcement action against an SEC-registered investment adviser and its CEO/CCO that represents a continued focus on the calculation of advisory fees. On March 2, 2016, the SEC charged Marco Investment Management, LLC (the Adviser), and its CEO/CCO, Steven Marco (Marco), with charging certain clients advisory fees that were calculated in … Continue Reading

SEC Announces National Compliance Outreach Seminar for Investment Adviser, Investment Company Personnel

On March 9, the SEC announced that it would be holding a Compliance Outreach Program for investment adviser and investment company senior officers on April 19, 2016, at the SEC’s headquarters in Washington, D.C. (the press release is available here).  Registration opened on Tuesday (March 8), and closes on March 29, 2016 (the registration form … Continue Reading

OCIE Issues Risk Alert on Use of Outsourced Chief Compliance Officers

Earlier this week, the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued a new Risk Alert (available here) related to the use of outsourced chief compliance officers (CCOs) by SEC-registered investment advisers and investment companies (Registrants). The Risk Alert shares staff observations of Registrants who outsource their … Continue Reading
LexBlog