On 13 October 2022, the European Securities and Markets Authority published updated questions and answers (Q&As) on the Prospectus Regulation. The Q&As now include Question 15.9: Prospectus exemption in connection with a takeover by means of an exchange offer.… Continue Reading
On October 3, 2022, the US Securities Exchange Commission (“SEC”) announced that it charged Kim Kardashian for failing to disclose her interest in the promotion of a crypto asset on social media, resulting in a settlement of USD 1.26 million. In its brief decision, the SEC explained that Ms. Kardashian failed to disclose the approximately … Continue Reading
On 17 August 2022, the Financial Conduct Authority (FCA) updated their webpage on Discussion Paper 22/2: Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion. The webpage has updated the section on ‘Next steps’ noting that the period for commenting on the Discussion Paper has closed … Continue Reading
On 7 July 2022, the European Securities and Markets Authority (ESMA) issued a public statement on prospectus supervision in the context of EU sanctions connected to Russia’s invasion of Ukraine. The statement alerts stakeholders to the European Commission’s FAQs, which cover the scope and implementation of EU sanctions and concerns whether there is sufficient legal … Continue Reading
Germany further broadens the scope of its new legislative regime for electronic securities: On 18 June 2022, the German Regulation on Crypto Fund Units (Verordnung über Kryptofondsanteile – KryptoFAV; link) entered into force. The KryptoFAV introduces the possibility to issue units in common funds (Sondervermögen) via decentralised crypto securities registers which are typically based on distributed ledger … Continue Reading
On 27 May 2022, the FCA published Primary Market Bulletin 40. In Primary Market Bulletin 40 the FCA follows up on its earlier consultation set out in Primary Market Bulletin 34. In Primary Market Bulletin 34 the FCA set out proposed changes to, 1 procedural note, 10 technical notes and four new technical notes. One … Continue Reading
On 26 May 2022, the FCA published Discussion Paper 22/2 ‘Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion’ (DP22/2). DP22/2 will be of interest to, among others, listed companies and exchanges or venue operators. DP22/2 follows the publication of Policy Statement 21/22, which introduced new … Continue Reading
On 28 April 2022, the International Organization of Securities Commissions (IOSCO) published a report setting out some issues and considerations for regulators when reviewing the regulation of market data. The report provides feedback on IOSCO’s earlier consultation report ‘Market Data in the Secondary Equity Market’ and offers the following considerations that regulators may find helpful … Continue Reading
On 4 April 2022, the European Securities and Markets Authority (ESMA) published its final report on the review of certain aspects of the Short Selling Regulation (SSR). The final report: Contains empirical analysis of the impacts of the short selling bans imposed during the COVID-19 pandemic and proposes legislative amendments to provisions that govern emergency … Continue Reading
On 23 March 2022, the FCA published Primary Market Bulletin 39. In this edition, the FCA have announced the removal of the temporary measures that were imposed in 2020 which allowed delayed annual and interim financial reporting. The FCA will also be rescinding the temporary measures in regards to working capital statements and general meetings. … Continue Reading
The STOCK Act clarifies that members of Congress and other congressional employees do, in fact, have a duty of trust and confidence to the Congress, the United States Government, and US citizens.… Continue Reading
Glen Barrentine is Of Counsel in the New York office of Norton Rose Fulbright. His practice focuses broadly on SEC regulated financial service clients, including broker-dealers, securities exchanges, municipal advisors and investment advisers. Glen frequency represents clients in connection with SEC and FINRA enforcement proceedings and other contentious regulatory inquiries, purchases and sales, and the preparation … Continue Reading
An investigation by Hong Kong’s Securities and Futures Commission (SFC) has led to the halt and unwinding of an initial coin offering (ICO) by Black Cell Technology Limited (Black Cell) to the Hong Kong public on the basis that Black Cell potentially engaged in unauthorized promotional and unlicensed regulated activities. Black Cell promoted the token … Continue Reading
The SEC recently adopted rules that allow companies to offer and sell securities through crowdfunding. The Jumpstart Our Business Startups Act (the “JOBS Act”), enacted in 2012, established a regulatory framework for startups and small businesses to raise capital through securities offerings using crowdfunding. The SEC’s rules that implement this framework, referred to as … Continue Reading
The Financial Industry Regulatory Authority (“FINRA”) has issued Regulatory Notice 15-33, which provides guidance on prudent practices that broker-dealers should consider and implement in order to effectively manage liquidity. In its notice, FINRA stressed that failure to manage liquidity has contributed to firm failures as well as wide spread systemic crises. The notice described a review … Continue Reading
The FINRA Board of Governors (the “Board”) met last week to discuss a number of upcoming rule proposals and initiatives, many which focus on high-frequency trading and market transparency. FINRA Chairman and CEO Rick Ketchum stated that he believes these proposals address Securities and Exchange Commission (“SEC”) Chair Mary Jo White’s call to action for … Continue Reading
This Summer, the Securities and Exchange Commission (SEC) adopted long-awaited rules on cross-border security-based swap activities. The SEC’s rules provide: 1) an explanation of when a cross-border transaction must be counted towards the requirement to register as a security-based swap dealer (SBSD) or major security-based swap participant (MSBSP), including transactions guaranteed by a US person … Continue Reading
On August 29, 2014, the SEC announced a whistleblower award of more than $300,000 to a company employee who performed audit and compliance functions and reported wrongdoing to the SEC after the individual’s employer failed to take action after the misconduct was reported internally by the employee. The employee disclosed the information to the SEC … Continue Reading
The Securities and Exchange Commission (“SEC”) has proposed to extend temporary Rule 206(3)-3T under the Investment Advisers Act of 1940 (the “Advisers Act”) from December 31, 2014 until December 31, 2016. Rule 206(3)-3T establishes an alternative means for registered investment advisers that are also registered as broker-dealers (“Dual Registrants”) to meet the requirements of Section … Continue Reading
