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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 08, 2020

SEC Seeks to Increase the Security of the Data on the Consolidated Audit Trail National Market System

In 2005, the Securities and Exchange Commission (“SEC”) established the National Market System (“NMS”), governed by SEC Regulation NMS, “…to modernize and strengthen …[the trading system] for equity securities.” Its aim was to encourage competition both among the several trading markets and among individual orders, SEC Release No.» 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

Apr 22, 2020

Do Your Due Diligence: U.S. Securities and Exchange Commission Warns Main Street Investors About COVID-19-Related Fraud

On April 10, 2020, the U.S. Securities and Exchange Commission (SEC) warned Main Street investors about COVID-19-related fraud. The SEC continues in its efforts to ferret out questionable capital raising initiatives as can be shown through an April 21, 2020, litigation release pertaining to an alleged fraud involving investments in marijuana-related companiesRead More

Aug 30, 2019

SEC Stresses Attention to LIBOR Transition in Joint Statement

On July 12, 2019, the Securities and Exchange Commission (“SEC”) Staff published a major and unusual joint statement on “LIBOR Transition.”

The Divisions of Corporation Finance, Investment Management, and Trading and Markets, together with the Office of the Chief Accountant, issued a seven-page, single-space statement.» Read More

Jul 16, 2019

Research Reports by Broker/Dealers – FINRA Catches Up

As described in my February 28, 2019, article, “Broker/Dealer Research Reports – Mutual Funds, ETFs, and Business Development Companies,” the U.S. Securities and Exchange Commission (“SEC”) adopted new Rule 139b on November 30, 2018, to allow broker/dealers to issue “covered investment fund research reports” with respect to mutual funds, exchange-traded funds (“ETFs”), business development funds, and certain other pooled investment vehicles (such as unit investment trusts, commodity funds, and currency funds).» Read More

Jun 27, 2019

General Partnership Interests Are Securities – Sometimes: The 5th Circuit Revisits Williamson

In 2016, the United States Securities and Exchange Commission (“SEC”) brought a civil suit in the United States District Court for the Northern District of Texas, Dallas Division, against Arcturus Corporation, a Texas corporation (“Arcturus”); Aschene Energy LLC (“Aschene”), a Texas limited liability company; and Leon Ali Parvizian, a U.K.» Read More

Jun 10, 2019

Municipal Securities and New Required Financial Disclosures

History and Background

According to the financial press municipal bonds are selling like the proverbial “hot cakes.” Investors seeking yield are disappointed by the Federal Reserve Board’s decision to delay for some time any further interest rate increases, generally depressing yields.» Read More

Mar 08, 2019

Broker/Dealer Research Reports – Mutual Funds, ETFs, and Business Development Companies

Congress passed the Fair Access to Investment Research Act of 2017 directing the SEC to adopt a rule that would provide a comparable safe harbor for the publication of research reports on “covered investment funds” by unaffiliated broker/dealers so long as certain conditions are met. » Read More