On January 10, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) released its 2023 Report on FINRA’s Examination and Risk Monitoring Program (the “Report), available at: 2023 Report on FINRA’s Examination and Risk Monitoring Program. The Report details findings from FINRA’s recent oversight activities of the FINRA Member Supervision, Market Regulation and Enforcement programs.
Fed Adopts Final Rule Implementing the Adjustable Interest Rate (LIBOR) Act
On December 16, 2022, the Board of Governors of the Federal Reserve System adopted final rule 12 C.F.R. Part 253, “Regulation Implementing the Adjustable Interest Rate (LIBOR) Act (Regulation ZZ)” (“Rule 253” or the “Final Rule”). Rule 253 identifies SOFR-based benchmark rates that will replace U.S. dollar LIBOR in certain financial contracts after June 30
What’s the Deal? – Structured Certificates of Deposit
Structured certificates of deposit – they look and feel like structured notes, but there are important differences, and traps for the unwary. Are they securities, or not? How does a structured CD program differ from a medium-term note program? Read our new What’s the Deal? – Structured Certificates of Deposit guide to find the answers
SEC Proposes to Exorcise the Investment Grade Rating Exemption from Regulation M
The SEC, today, proposed amendments that would remove the investment grade rating exemptions from Rules 101(c)(2) and 102(d)(2) of Regulation M. The Dodd-Frank Wall Street Reform and Consumer Protection Act called for the SEC to review its rules that used credit ratings as an assessment of credit-worthiness and to replace those references with other appropriate
What’s the Deal? – Regulation S
Regulation S – it’s all about the definitions. US persons, distribution compliance periods, category 1, category 2, category 3, offshore transactions, directed selling efforts… where does it end? It ends at our new What’s the Deal? – Regulation S guide, where you will find clear and succinct answers to many of the questions raised by
New Filing Fee Table Exhibit Requirements Affect All Shelf Takedowns
Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings. For capital markets practitioners, it is important to know that all Rule 424 final prospectus filings for shelf takedowns from either Form S-3 or Form F-3 will require a separate filing fee exhibit, whether or
Trust Indenture Act of 1939
LexisNexis/Matthew Bender recently published a comprehensive update by Anna Pinedo and Bradley Berman of “The Trust Indenture Act of 1939,” which is Chapter 8 of the Federal Securities Act of 1933 treatise.
Last updated in 2009, the new update adds many practical capital markets oriented tips and analysis to this treatise. A discussion of the
Deciding Among Exempt Offering Alternatives
The Mayer Brown “Deciding Among Exempt Offering Alternatives” comparison chart is now updated to reflect the amendments to various offering exemptions that became effective in 2021. In one easy-to-read presentation, issuers and financial intermediaries can compare the elements of ten different exempt offering alternatives. The chart covers, among other things, dollar limits, filing
FINRA FAQs on Rule 5122 and 5123 Filing Requirements for Retail Communications
FINRA posted a set of FAQs on the filing requirements of Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities). The FAQs discuss filing retail communications relating to private placements, including where to file such communications, whether updated versions of retail communications need to be refiled, when to file,
The Social Media Guide: Social Media Compliance for Issuers, Broker-Dealers, & Investment Advisers
You are an issuer, investment adviser, or broker-dealer. You want to communicate to the public about securities. Should you (a) type a letter and drop it in the mailbox; (b) chisel out a prospectus on two stone tablets; or (c) use social media?
If you chose (c),