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The LIBOR Transition – NY LIBOR Legislation Enacted

On April 6, 2021, New York Governor Mario Cuomo signed into law legislation tackling the uncertainties surrounding the LIBOR transition, particularly for legacy contracts. The new law amends the New York State General Obligations Law by adding a new Article 18-C, and is limited to contracts governed by New York law that are either silent … Continue Reading

AML Act of 2020: Topics of interest for international banks

The National Defense Authorization Act became law on January 1, 2021, after the U.S. Congress overrode a presidential veto. Division F of the Act is the “Anti-Money Laundering Act of 2020” (AMLA). In her latest The New York Law Journal column, “ AML Act of 2020: Topics of interest for international banks,” Kathleen Scott, Senior … Continue Reading

SEC taking steps to develop and implement mandatory ESG disclosures

On March 15, 2020, Allison Lee, Acting Chair of the Securities and Exchange Commission (SEC), delivered comments at the Center for American Progress via webcast, announcing the opening of a comment period regarding climate change disclosures. The submissions are to be used in developing future guidance and proposals on ESG (Environmental, Social and Governance) issues. … Continue Reading

New York State imposes a $1.5 million penalty in cybersecurity breach case

On March 3, 2021, the New York Department of Financial Services (NYDFS) announced a Consent Order with a NYDFS-licensed Maine-based mortgage banker and loan servicer settling alleged violations of the NYDFS cybersecurity regulations. (In the matter of Residential Mortgage Services, Inc., March 3, 2021). As a result of the regular safety and soundness examination of … Continue Reading

Commissioner Peirce Highlights Need for Regulators to Embrace Technology

In recent weeks, Commissioner Hester Peirce of the Securities and Exchange Commission (“SEC”) gave two speeches highlighting the need for legal clarity in the FinTech space and for legacy financial firms to embrace innovation. Speaking at a George Washington University Law School event – Regulating the Digital Economy Conference – Commissioner Peirce discussed the recent … Continue Reading

SEC’s Division of Examinations Releases Risk Alert for Digital Asset Securities

On February 26, 2021, the Securities and Exchange Commission’s (“SEC”) Division of Examinations (the “Division” and formerly known as “OCIE”) released a Risk Alert (the “Risk Alert”) reminding market participants – investment advisers, broker-dealers, exchanges, and transfer agents – of the framework surrounding digital assets that are securities (“Digital Asset Securities”). The Division also set … Continue Reading

The LIBOR Transition – ARRC commends FCA and IBA on confirmation of LIBOR endgame

On Friday, March 5, 2021, the US Alternative Reference Rates Committee (ARRC), the group of private sector and government agencies working on alternatives to the end of the use of LIBOR, issued a press release commending the issuances by ICE Benchmark Administration (IBA), the LIBOR administrator, and the UK Financial Conduct Authority (FCA), confirming that … Continue Reading

SEC Settles with BlueCrest: Algorithmic Trading and AI-Based Strategies Must be Disclosed to Investors

On December 8, 2020, BlueCrest Capital Management Limited (“BlueCrest”), a UK-based investment adviser, agreed to a $170 million settlement with the Securities and Exchange Commission (“SEC”) to settle charges involving insufficient and misleading disclosures to investors that BlueCrest was also operating a proprietary, internal fund, moving its best traders to such fund and replacing the … Continue Reading

OCC Conditionally Approves Bank Charter for Second Crypto Firm

The Office of the Comptroller of the Currency (OCC) granted crypto-focused Protego Trust Company, a Washington state trust company, conditional approval to convert to a national trust bank earlier this month, marking only the second time that a federal bank charter has been approved for a crypto firm – and the first since the January … Continue Reading

New NY Law requires disclosures for certain commercial loans

On December 23, 2020, New York Governor Mario Cuomo signed legislation adding a new Article 8 to the Financial Services Law, “Commercial Financing,” that requires nonbank commercial loan providers to make disclosures to small business borrowers. The law applies only to loans of $500,000 or less. The commercial lending to which the new law pertains … Continue Reading

Bank Regulation: A look back and ahead

In 2020, several federal regulatory changes affected banking organizations, such as the finalization of the long-awaited Federal Reserve Board “control” regulations and the revision of the “covered funds” prong of the Volcker Rule. But, what is ahead for 2021 in the regulatory sphere for banking organizations? In her latest New York Law Journal column, “International … Continue Reading

Dealers in antiquities added to the list of businesses to be subject to AML compliance requirements

The National Defense Authorization Act was enacted on January 1, 2021, after the US Senate joined the House of Representatives in overriding a presidential veto of the bill. In addition to authorizing appropriations for the Department of Defense, the new law also contains several provisions designed to improve policies and procedures aimed at policing money … Continue Reading

Under new rules, resource extraction issuers must disclose payments to governments

On December 16, 2020, the US Securities and Exchange Commission (SEC or Commission) announced that it had adopted final rules requiring resource extraction issuers to disclose payments to governments related to the commercial development of oil, natural gas or minerals (the Rules). The Rules implement Section 13(q) of the Securities Exchange Act of 1934, which … Continue Reading

US banking regulators propose a rule for 36-hour notice of breach

On December 18, 2020, the US Department of the Treasury (Office of the Comptroller of the Currency), Federal Reserve Board and Federal Deposit Insurance Corporation (FDIC) jointly announced a 53-page proposed rule that would require banks to notify their regulators within 36 hours of a “computer-security incident” that rises to the level of a “notification … Continue Reading

Congress Expands SEC Disgorgement Authority

On January 1, 2021, the National Defense Authorization Act became effective after Congress overrode President Trump’s veto. Although unrelated to national defense issues, Section 6501 of the legislation amends Section 21(d) of the Securities Exchange Act of 1934 to double the SEC’s statute of limitations for seeking disgorgement of a defendant’s unjust enrichment from five … Continue Reading

New whistleblower provisions for reporting AML violations

The National Defense Authorization Act was enacted on January 1, 2021, after the Senate joined the House in overriding President Trump’s veto of the bill. In addition to authorizing appropriations for the Department of Defense, the new law also contains several provisions designed to improve policies and procedures aimed at policing money laundering and terrorism … Continue Reading

New beneficial ownership requirements should help with AML KYC obligations

When banks and certain other financial institutions open accounts for entities, among other anti-money laundering (AML) customer identification requirements, they must obtain beneficial ownership information on individuals owning 25% or more of the entity and a person with significant control over the entity such as a president or chief executive officer. We have published several … Continue Reading

SEC continues to allow broker-dealers to rely on investment advisers for customer KYC requirements

In a December 9, 2020, letter, the US Securities and Exchange Commission (“SEC”) extended its no-action relief to broker-dealers in securities (“broker-dealers”) that wish to rely on investment advisers to perform the broker-dealer’s obligations under US federal anti-money laundering (“AML”) customer identification program and beneficial owner identification regulations. First provided in 2004 regarding customer identification … Continue Reading

UK Risk Retention Requirements Post Brexit

Having only days previously made statements that such a deal was unlikely and warning their citizens to prepare for a no deal Brexit, the United Kingdom (UK) and the European Union (EU) announced on 24 December 2020 that they had reached an agreement in principle on trade and co-operation. More than 1200 pages long, the … Continue Reading

The LIBOR Transition – Extension of Certain LIBOR Tenors After 2021

The Intercontinental Exchange, Inc. (“ICE”) recently released a consultation that the administrator of LIBOR, ICE Benchmark Administration Limited (“IBA”), requesting feedback on a decision to cease publication of the overnight, one-, three-, six- and twelve-month U.S. Dollar LIBOR (“LIBOR”). The previous expectation was that publication would stop at the end of 2021. It now appears … Continue Reading

New York City PACE administrator provides program update

As we discussed in our October blogpost “Advances in New York City PACE programs,” the New York City Department of Finance (“NYCDOF”) has published for comment proposed rules that would establish criteria and program guidelines for the New York City Commercial Property Assessment Clean Energy (“C-PACE”) Program. The proposed rules establish eligibility criteria for obtaining … Continue Reading

The LIBOR Transition — What US municipal securities issuers should know

The UK Financial Conduct Authority has warned that the London Interbank Offered Rate (LIBOR) is not likely to be published after 2021. What will happen to LIBOR-based municipal securities, loans, and derivatives that extend beyond 2021, if and when LIBOR goes away? The contracts could be remediated by pending New York and possible federal LIBOR … Continue Reading

US SEC amends rules to simplify and expand the exempt offering framework

On November 2, 2020, in an effort to harmonize and modernize the exempt offering framework under the Securities Act of 1933 (the Securities Act), the US Securities and Exchange Commission (SEC) adopted a final rule entitled “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets.” In a new legal … Continue Reading
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