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Oct 29, 2020

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

On September 16, 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to its existing Rule 15c-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 08, 2020

“We’re Not in Kansas Anymore:” SEC Enforcement Action Against a Trust Company With Trusts

The Great Plains Trust Company, Inc., was chartered in April 1994 by the State Bank Commissioner of Kansas to transact a general trust company business, (but was not chartered to nor did it) accept deposits. Its initial business was to “provide investment management services to employee benefit plans” (according to the Trust Company’s history on its website).» Read More

Oct 01, 2020

Taxing Disclosures: Municipal Securities Issuers and COVID-19

As discussed in my earlier blog, “SEC Focus on Municipal Securities: Disclosure and Enforcement – The Peculiar Structure of the Municipal Securities Disclosure Regime,” since 1994 issuers and, in the case of conduit issuers, obligated parties are required to enter into a Continuing Disclosure Agreement (“CDA”) at the time of issuing municipal securities.» Read More

Sep 22, 2020

SEC Focus on Municipal Securities: Disclosure and Enforcement – The Peculiar Structure of the Municipal Securities Disclosure Regime

When the two key Federal Securities Laws (the Securities Act of 1933 [the “33 Act”] and the Securities Exchange Act of 1934 [the “34 Act”]) were enacted, municipal securities (the bonds, notes, etc., issued by states, counties, municipalities, and municipal authorities) were exempt, both from the registration requirement of the 33 Act and from the oversight under the 34 Act of the professionals who underwrote and dealt in the purchase and sale of these securities.» 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

Sep 10, 2020

When the Tank Is Empty: Auditing in the Time of COVID-19

The COVID-19 pandemic resulted in the shutdowns of much of the economic activity in the United States by mid-March 2020. Although there were and remain some variances among the several states, in general, businesses were shut, buildings were almost empty, and factories and warehouses (except for Amazon, according to media reports) were still.» Read More

Sep 02, 2020

Direct Listing on the New York Stock Exchange: “Undertaking” Underwriting

NOTE: This has been updated on September 4, 2020, at noon.

On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) approved (an approval now stayed) a proposed rule change to amend Chapter One of the Listed Company Manual of the New York Stock Exchange LLC (“NYSE”) to allow primary direct listings of securities on the NYSE.» Read More

Mar 18, 2020

Coronavirus (COVID-19) Exemption for Certain Money Manager (Investment Adviser) Filing and Delivery Requirements

The United States Securities and Exchange Commission (“SEC”) issued an Order this week for those SEC-registered investment advisers (among other advisers set forth in the Order) that are affected by the coronavirus (COVID-19) that provides relief “to filing or delivery obligations, as applicable, for which the original due date is on or after the date of [the] Order but on or prior to April 30, 2020.”» Read More