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Jan 12, 2021

In Defense of the Realm: The NDAA, Money Laundering, and Terrorist Financing

On New Year’s Day, January 1, 2021, the U.S. Senate voted 81 to 13 to override President Trump’s veto of the National Defense Authorization Act (“NDAA”), thus joining the House of Representatives, which had taken similar action four days earlier 322 to 87, so enacting the NDAA into law.» Read More

Jan 07, 2021

Tacking When Floating and Other Proposed Amendments to SEC Rule 144

Rule 144 was originally adopted by the U. S. Securities and Exchange Commission (“SEC”) in 1972 to improve liquidity for investors in privately-placed securities. Under Section 5 of the Securities Act of 1933, as amended (the “33 Act”), it is unlawful to sell any security unless it is registered with the SEC or exempt from that registration requirement.» Read More

Jan 05, 2021

Felling Goliaths: ICE, Prudential, and the SEC Slingshot

On December 9, 2020, the U.S. Securities and Exchange Commission (“SEC”) in Release No. 5643 under the Investment Advisers Act of 1940 (the “Advisers Act”) announced the institution of an enforcement action against ICE Data Pricing & Reference Data, LLC (“PRD”) and simultaneously the settlement by PRD in which PRD was ordered to cease and desist from violative activity, was censured and was ordered to pay a civil penalty of $8,000,000.» Read More

Dec 31, 2020

Letting Qualified Experts Expand the Pink to Avoid the Grey: Proposed Conditional Waiver to SEC Rule 15c2-11

As discussed at length in my October 29, 2020, blog post, “Keeping Securities Disclosures in the Pink: Amendments to SEC Rule 15c2-11,” the U.S. Securities and Exchange Commission (‘SEC”) on September 16, 2020, adopted amendments (the “Amendments”) to its Rule 15c2-11 under the Securities Exchange Act of 1934, as amended (the “’34 Act”) which governs how broker-dealers may participate in trading markets for unregistered (not listed on a securities exchange such as the New York Stock Exchange or NASDAQ; and not necessarily registered with the SEC) securities (“Unregistered Securities”).» Read More

Oct 29, 2020

Keeping Securities Disclosures in the Pink: Amendments to SEC Rule 15c2-11

On September 16, 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to its existing Rule 15c2-11, which governs the disclosure obligations of market professionals with respect to the so-called “Over-the-Counter” securities. One may see this as a simple update of a Rule that has not been addressed since 1991 (almost 30 years); alternatively one may see this as part of an effort to review and revise the entire U.S.» Read More

Oct 06, 2020

Commerce, Culture, and Compliance

Banking, at least since the passage of the Federal Reserve Act in 1913 and the creation of Federal Deposit Insurance under the Glass-Steagall Act of 1933 (FDIC insurance actually became effective January 1, 1934), has been seen (at least in popular portrayals in books and movies) as a rather staid business conducted in marble edifices by men (although that is changing) who were reserved and rather aloof.» Read More

Sep 15, 2020

‘Accredited Investor’: Regulatory Design, the Revised Definition, and the Unfinished Result

On Wednesday, August 26, 2020, the U.S. Securities and Exchange Commission (SEC), by a vote of three to two, adopted amendments to the definition of “Accredited Investor.” That definition, as noted in an August 26, 2020, statement by SEC Chairman Jay Clayton had “largely remained unchanged for over 35 years.”» Read More