On Jan. 22, 2019, the Financial Industry Regulatory Authority (FINRA) released its 14th Annual Risk Monitoring and Examination Priorities Letter, where it identifies its areas of examination focus for 2019. The FINRA president’s cover note points out the addition to the title of a reference to “risk monitoring.” While the Priority Letter describes the multiple … Continue Reading
The U.K.’s Criminal Finances Act 2017 provides law enforcement with new powers to obtain orders to freeze bank accounts and apply for forfeiture orders, permanently depriving the account holder of the funds contained in the account. These draconian new powers have received little publicity and contain fewer safeguards than unexplained wealth orders and the civil … Continue Reading
Unexplained Wealth Orders (UWOs) extend the powers available to UK law enforcement authorities under the Proceeds of Crime Act 2002 (POCA), enabling investigators to ask people who are holding assets, which based on their legitimate income they would not be able to afford, to prove that such assets were obtained from legitimate sources. If the … Continue Reading
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
On Sept. 30, 2018, Gov. Jerry Brown signed into law Senate Bill No. 826 (SB 826), California’s new legislation promoting gender balance on the boards of directors of publicly held corporations headquartered in California. The legislation is designed to encourage gender diversity in corporate boardrooms, boost the California economy, and improve opportunities for women in … Continue Reading
Last week, in Pictet Overseas, Inc. v. Helvetia Trust, the Eleventh Circuit U.S. Court of Appeals affirmed a Florida district court’s order permanently enjoining two offshore trusts from pursuing a FINRA arbitration against a FINRA member and its associated person owners. In Pictet, two offshore trusts, Helvetia Trust and AAA Group International Trust, held custodial … Continue Reading
Rule 15c2-12 of the Securities Exchange Act of 1934 (Rule 15c2-12) was adopted by the Securities and Exchange Commission (SEC) in 1989 to establish standards for the procurement and dissemination of disclosure documents by underwriters as a means of enhancing the accuracy and timeliness of disclosure to municipal securities investors. Previous amendments to Rule 15c2-12 … Continue Reading
In a previous GT Alert, we summarized and analyzed the Supreme Court’s June 21, 2018, decision in Lucia v. Securities & Exchange Commission, 138 S. Ct. 2044 (2018). That GT Alert cited the SEC’s 30-day stay of “all administrative proceedings” “before an administrative law judge” and foretold continued uncertainty concerning the status of administrative law … Continue Reading
On Jan. 31, 2018, the U.S. Court of Appeals for the District of Columbia Circuit issued its long-awaited ruling in the PHH v. Consumer Financial Protection Bureau case, finding that the structure of the Consumer Financial Protection Bureau (CFPB) is constitutional, but reinstating the previous panel decision rejecting the CFPB’s interpretations of the Real Estate … Continue Reading
As it does every January, FINRA released its annual Regulatory and Examinations Priorities Letter identifying areas of examination focus for the coming year, recurring challenges faced by firms, and possible risks impacting the financial sector. FINRA’s 2018 exam priorities for the first time identify cryptocurrencies and related initial coin offerings (ICOs). Other first-mentions include technology governance, … Continue Reading
In February, President Trump signed an Executive Order directing the U.S. Department of Labor (DOL) to review the fiduciary rule for brokers that President Obama’s Labor Department adopted. The federal rule would expand the definition of “investment advice” in the retirement context and require brokers to provide advice that is in the consumer’s best interest. … Continue Reading
On August 2, 2017, United States Senators Marco Rubio (R-FL) and Ron Wyden (D-OR) jointly introduced Senate Bill 1717, entitled the “Corporate Transparency Act of 2017” (the “Act”). The Act was referred to the U.S. Senate Committee on Banking, Housing and Urban Affairs. The Act would amend Title 31 of the United States Code, to … Continue Reading
On March 8, 2017, in Somers v. Digital Realty Trust Inc., No.15-cv-17352 (9th Cir., March 8, 2017), the Ninth Circuit Court of Appeals affirmed the district court’s denial of the defendant’s motion to dismiss a whistleblower claim brought under the Dodd-Frank Act’s (“DFA”)’s anti-retaliation provision. In a 2-1 decision, the majority endorsed the approach of … Continue Reading
This year has been full of surprises in the global markets with Brexit, the Republicans’ win of the executive branch and continuing control of the legislative branch in the U.S. and the impact of the privatization of energy markets in Mexico. In this GT Alert, we are simply going to address two critical proposals and … Continue Reading
The Internal Revenue Service (the Service) issued guidance last month that will, practically speaking, make it slightly more difficult for entities to qualify as regulated investment companies (RICs) for federal income tax purposes. Under current law, an SEC registered investment company may qualify as a RIC only if, inter alia, (i) 90 percent of its … Continue Reading
On July 27, 2016, the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (FinCEN) issued a press release announcing new Geographic Targeting Orders (GTOs) applicable to certain U.S. title insurance companies and their subsidiaries and “agents” (collectively, the Targeted Title Insurance Companies). The new GTOs go well beyond those that were initially … Continue Reading
On July 13, 2016, the SEC’s Office of Compliance Inspections and Examinations (OCIE) announced its 2016 Share Class Initiative (the Initiative). The Initiative is focused on addressing the perceived risk that registered investment advisers may be providing conflicted advice to their clients when recommending investments in mutual fund share classes. For example, OCIE staff is … Continue Reading
May 6, 2016, the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (FinCEN) finalized regulations that will require banks, securities broker dealers, mutual funds, futures commission merchants, and introducing brokers in commodities (collectively, Covered Institutions) to identify and perform due diligence on the ultimate beneficial owners and control persons of any legal … Continue Reading
On April 13, 2016, Florida’s Third District Court of Appeal (Third District) issued its en banc opinion in Deutsche Bank Trust Company Americas, as Indenture Trustee for American Home Mortgage Investment Trust 2006-2 v. Beauvais, __ So. 3d __, No. 3D14-575 (Fla. 3d DCA Apr. 13, 2016), holding that “dismissal of a foreclosure action accelerating … Continue Reading
At the end of March, the OCC issued a whitepaper setting out the principles that it will use to guide the development of a framework to analyze innovations in the banking sector of financial technology, or “fintech” for short. The paper defined and encouraged “responsible innovation,” and discussed both benefits and risks arising from the … Continue Reading
Greenberg Traurig’s Carl Fornaris, Shareholder, and Shannon Bothwell, Of Counsel, participated in the FIBA and STEP presentation titled “The New FinCen Real Estate GTO: What You Need to Know” on Feb. 9 at Greenberg Traurig’s Miami office. The program addressed the geographic targeting orders (GTOs) issued by the Financial Crimes Enforcement Network of the U.S. … Continue Reading
In January 2016, the Treasury Department announced “geographic targeting orders” (GTOs) that will require title insurance companies and their agents to obtain representative and ultimate beneficial ownership information when a legal entity purchases residential real estate in Manhattan or Miami-Dade County with purchases prices that exceed $3 million and $1 million, respectively. It is expected that this … Continue Reading
On Jan. 11, 2016, the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued its annual Examinations Priorities for 2016 (Exam Priorities), which is available for download here. In the Exam Priorities, OCIE notes that its priorities focus on the same three thematic areas as in 2015 (which we … Continue Reading
Here are two things that every offshore fund manager should take away from any discussion of United States federal income tax: It is easy to be deemed engaged in a U.S. trade or business; and, It is bad to be deemed engaged in a U.S. trade or business. The Alert “Four Things That Offshore Funds … Continue Reading
