Tag Archives: gt_law

Illinois Supreme Court Rules Annuities Are Not Securities Under Illinois Securities Act

On March 21, 2019, in Van Dyke v. Jesse White, the Illinois Supreme Court issued a long-awaited opinion relating to Illinois Securities Department authority to regulate annuities under the Illinois Securities Law of 1953 (Act). By way of background, in 2011, the Illinois Securities Department audited Richard Lee Van Dyke following complaints from the adult … Continue Reading

SEC Guidance on Exhibit Redactions For Immaterial, Competitively Harmful Information

On April 1, 2019, the SEC provided additional guidance relating to its new rules that permit companies to file redacted material contracts without applying for confidential treatment of the redacted information provided the redacted information (i) is not material and (ii) would be competitively harmful if publicly disclosed. The new rules became effective upon their … Continue Reading

UK Review of the Bribery Act 2010 – Committee Concludes New Guidance Needed

In 2018 the House of Lords announced it would set up an ad hoc Select Committee to conduct a post-legislative review of the Bribery Act 2010. Greenberg Traurig Shareholder Anne-Marie Ottaway was appointed Specialist Advisor to the Committee, which on 14 March 2019 published the report of its findings. The review confirms that the Bribery Act … Continue Reading

CFTC and NFA Commodities Regulatory Update

Departing from its historical practice but following the approach taken by the SEC and FINRA, the Commodity Futures Trading Commission (CFTC) on Feb. 12, 2019, announced its first release of examination priorities for each of its regulatory divisions. In making the announcement, CFTC Chairman J. Christopher Giancarlo indicated the release is part of CFTC’s “initiative … Continue Reading

Blockchain & Cryptocurrency Newsletter – Winter 2019

2018 was a year of transformation for the blockchain industry. While the market continued to see technological advancements in smart contracts, platform functionality, scalability and security, regulators took a firmer rein in pursuing those seeking to exploit the uninitiated or those engaged in outright fraud. In this issue of Greenberg Traurig’s Blockchain & Cryptocurrency Newsletter, … Continue Reading

Colorado Digital Token Act Exempts Certain Cryptocurrency Transactions From Colorado Securities Laws

Colorado recently passed legislation that will facilitate the sale and transfer of digital tokens in Colorado. Under the Digital Token Act, Colorado businesses will be permitted to effect transactions involving the sale and transfer between certain persons of digital tokens secured through a decentralized ledger or database, with a focus on the production, distribution, and … Continue Reading

LIBOR and “No-Deal” Brexit

One of the consequences of a “no-deal” Brexit would be that the United Kingdom would no longer have access to the European financial market. This would affect LIBOR as a trusted and widely used benchmark. LIBOR vs. EURIBOR Currently, two relevant benchmarks exist in the European Union: LIBOR and EURIBOR. LIBOR stands for “London Interbank … Continue Reading

Prove It or Lose It: Lost It! NCA Uses New Powers to Freeze Accounts and Secure Substantial Asset Forfeiture

On Feb. 7, 2019, the UK’s National Crime Agency (NCA) confirmed that it had obtained account forfeiture orders over money held in bank accounts in the name of the former Moldovan prime minister’s son, Vlad Luca Filat. Part III of our ‘Prove It or Lose It’ series anticipated the use of UK law enforcement authorities’ … Continue Reading

FINRA’s 2019 Risk Monitoring and Examination Priorities Letter

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

SEC’s Office of Compliance Inspections and Examinations Releases 2019 Examination Priorities

Click here for a comprehensive GT Alert on this topic. On Dec. 20, 2018, the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued its annual Examination Priorities for 2019 (Exam Priorities), which is available for download here. The Exam Priorities focus around six thematic areas: (1) Retail Investors, … Continue Reading

Prove It or Lose It! Parts I and II: Unexplained Wealth Orders and Civil Recovery Orders in the United Kingdom

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

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

New California Law Imposing Gender Diversity on Boards of Publicly Held Corporations Raises Constitutional Concerns

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

11th Circuit Answers When Would-Be ‘Customers’ May Bring a FINRA Arbitration Against FINRA Members and Associated Persons

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

SEC Adopts Amendments to Rule 15c2-12

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

SEC Order Seeks to Clarify Steps Forward Following Lucia

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

SIFMA C&L 2018 Annual Seminar Summary

General Session Panel Highlights One-on-One with SEC Chairman Jay Clayton and SIFMA President & CEO Kenneth E. Bentsen, Jr. The conference began with a one-on-one discussion with SEC Commissioner Clayton. He applauded the agency for its diverse talent and an ability to coordinate effectively with other state and federal regulators and FINRA. Commissioner Clayton acknowledged … Continue Reading

SCOTUS Rules Dodd-Frank Does Not Protect Internal Whistleblowing

On Feb. 21, 2018, the U.S. Supreme Court held that the anti-retaliation provision of the Dodd-Frank Act (DFA) protects only employees who complain to the Securities and Exchange Commission (SEC) and not those who make only internal complaints. In a unanimous decision, the justices ruled in favor of Digital Realty Trust (Digital Realty), finding that … Continue Reading

FINRA Plans Major Changes to Expungement Rules

FINRA recently issued Notice to Members 17-42, which proposes sweeping changes to the process by which a securities broker may seek to expunge reference to a customer complaint from his or her public record.  The comment period for the proposed rule amendments ended on Feb. 5, 2018.  The proposed changes will now to go the … Continue Reading

EU Proposes New Rules to Manage Leverage and Derivative Exposure for Funds – Are Asset Managers Ready?

The European Systemic Risk Board (the Board) published a recommendation that the European Union should adopt rules to prevent funds from taking on excessive debt and from allocating inadequate reserves to compensate for assets that are hard to sell.  The board went so far as to suggest stronger liquidity stress tests, improved liquidity management and … Continue Reading

D.C. Circuit Court of Appeals Rules that CFPB Structure is Constitutional, but Rejects the CFPB’s Interpretations of RESPA

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

FINRA Releases 2018 Annual Regulatory and Examinations Priorities

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

NY Department of Financial Services Proposes its Own Fiduciary Rule in Response to U.S. DOL Delay

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
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