Tag: Securities

ESMA updates Q&As on the Prospectus Regulation

On 3 February 2023, the European Securities and Markets Authority (ESMA) updated its Questions and Answers (Q&As) on the Prospectus Regulation. The Q&As have been updated to include the following Q&A: Question: Article 1(4)(d) of the prospectus regulation states: “The obligation to publish a prospectus set out in Article 3(1) shall not apply to any … Continue Reading

CMU: New proposals on company listing to make EU capital markets more attractive

On 7 December 2022, the European Commission published the following proposals which follow up on its commitment to simplify EU listing rules, as detailed in Action 2 of the 2020 Capital Markets Union Action Plan: Proposal for a Directive on multiple-vote share structures in companies that seek the admission to trading of their shares on … Continue Reading

ESMA publishes updated Q&As on the Prospectus Regulation

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

Keeping Up With the Competition Rules

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

FCA updates webpage on DP22/2: Primary Markets Effectiveness Review: Feedback to the discussion of the purpose of the listing regime and further discussion

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

ESMA public statement – Prospectus supervision in the context of EU sanctions connected to Russia’s invasion of Ukraine

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

KryptoFAV: Germany introduces crypto fund units as part of dematerialisation of securities law

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

FCA planning reform of the listing regime to boost growth and competitiveness

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

IOSCO report on issues and considerations of market data in secondary equity markets

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

ESMA final report: Review of certain aspects of the Short Selling Regulation

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

Primary Market Bulletin 39

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

FINRA (and selected SEC) regulatory matters at a glance: What compliance officers need to know

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

Hong Kong’s SFC steps in to halt ICO

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

SEC Adopts Regulation Crowdfunding

  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

FINRA issues guidance on liquidity risks

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

FINRA Board of Governors meeting addresses FINRA initiatives

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

SEC adopts cross-border security-based swap rules

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

SEC announces whistleblower award to audit and compliance professional who reported company’s wrongdoing

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 SEC proposes to extend temporary rule on principal trades with certain advisory clients

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