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Private Markets

Jun 08, 2021

Fixing FICC: Agency Proposes Rule Changes to Encourage More Repo Clearing

On Tuesday, May 25, 2021, the U. S. Securities and Exchange Commission (“SEC”) issued a notice (the “Notice”) that the Fixed Income Clearing Corporation (“FICC”) had filed proposed rule changes intended to enhance the ability to clear certain trades, particularly those involving repurchase agreements (“Repos”) on FICC.» Read More

May 27, 2021

“Margin, I Have to Have More Margin:” The National Securities Clearing Corporation Proposes to Increase the Minimum Required Fund Deposit

On Monday, May 10, 2021, the U.S. Securities and Exchange Commission (“SEC”) issued a Notice that the National Securities Clearing Corporation (“NSCC”) filed a proposed rule change with the SEC to raise the amount of the Minimum Required Fund Deposit to be made and maintained by member firms using the NSCC.» Read More

Feb 11, 2021

Taking a Bath: Will Bed Bath & Beyond Drown in the GameStop Surge?

I have already written two blog posts on the GameStop Saga: “Rupture Rapture: Should the GameStop?” on February 2, 2021, and “Inciting to Rupture: Keith Gill and the GameStop Surge” on February 9, 2021. There are a number of other companies whose shares have seen buying surges akin to what happened to GameStop in January 2021: AMC Entertainment; Nokia; Koss, Corp.» Read More

Feb 02, 2021

Rupture Rapture: Should the GameStop?

GameStop, described on January 26, 2021, in the Wall Street Journal as a “moribund mall retailer” (which sold electronic games, but not many what with mall closures due to the growth of e-commerce, and even fewer after shutdowns due to COVID) has seen the share price of its stock (listed on the New York Stock Exchange) rise from a low of $2.57 to $483.00.» 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

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

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