A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended. Any person or entity executing pre‐planned transactions pursuant to a Rule 10b5‐1 plan that was established in good faith at a time when that person or entity was
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January 9 Declared Federal Holiday in Honor of President Carter’s Funeral
By Bradley Berman on
Posted in SEC News
As a result of the Executive Order of December 30, 2024, the federal government will be closed on January 9, 2025, for President Carter’s funeral. The NYSE and the Nasdaq have also announced that those exchanges will be closed on January 9, 2025, for equities trading.
There have been two more announcements related to January…
FINRA Sanctions Broker-Dealer for Failure to Supervise Recommendations of Structured Notes
By Bradley Berman & Anna T. Pinedo on
A broker-dealer failed to reasonably supervise its registered representatives when making recommendations of certain variable rate structured products (“VRSPs”), including fixed to floating rate steepeners and other variable rate principal-at-risk structured products, to 20 investors. The broker-dealer violated FINRA Rules 2111 (Suitability) and 3110 (Supervision). The behavior in question occurred prior to the adoption of…
Broker-Dealer’s Failure to Comply with Regulation Best Interest’s Compliance Obligation is a Willful Violation of the General Obligation
By Bradley Berman & Anna T. Pinedo on
A broker-dealer (the “Dealer”) entered into a cease-and-desist order with the Securities and Exchange Commission for failing to maintain and enforce written policies and procedures reasonably designed to achieve compliance with the Compliance Obligation of Regulation Best Interest (“Reg BI”), thus willfully violating the General Obligation of Reg BI.
The Dealer had written policies in…
The Pendulum Swings Back: FDIC Proposes Changes to Brokered Deposits Restrictions
By Matthew Bisanz, Jeffrey P. Taft, Anna T. Pinedo, Andrew J. Olmem, Kimberly Hamm & Bradley Berman on
Posted in Financial Services, Regulatory
On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) proposed revisions to the restrictions on brokered deposits (the “Proposal”). The Proposal is intended to strengthen the restrictions to reflect the FDIC’s experience since earlier revisions in 2020 and the regional bank failures of 2023. This is generally accomplished by undoing key elements of the…
RILA Modernization
Posted in SEC News, Securities Regulation
On July 1, 2024, the Securities and Exchange Commission adopted rule and form amendments that require issuers of registered index-linked annuities (“RILAs”) to exclusively register their offerings on Form N-4. The final amendments (“RILA Amendments”) are focused on increasing and simplifying disclosure to RILA investors. Under the RILA Amendments, Forms S-1 and S-3 under the…
FSB Raises Concerns With CP and CD Markets
The Financial Stability Board (FSB) recently issued a report on vulnerabilities in the markets for commercial paper (CP) and negotiable certificates of deposit (CDs). The report analyzes the structure of the markets, identifies vulnerabilities, and suggests reforms that policy makers might consider. It acknowledges that limitations exist, and, therefore, the adoption of the reforms will…
What’s the Deal? – Trust Indenture Act
By Bradley Berman & Michael Hyatte on
The Trust Indenture Act of 1939 and the Securities Act of 1933 work in tandem for registered offerings of debt securities. An understanding of the TIA is necessary in order to understand when and how to qualify an indenture, which exhibits are necessary to include in a registration statement that relates to debt securities (and…
What’s the Deal? Regulation FD
By Bradley Berman, David Freed & David S. Bakst on
Posted in Regulation FD, Resources
Your issuer client is contemplating a non-deal road show and thinking about the information it can share with a select group of investors. You know that this raises a number of issues and want a refresher. Time to read our What’s the Deal? publication, Regulation FD! Regulation FD requires timely public disclosure of material information…
Long-Term Debt Requirements Proposed for US Regional Banks
On August 29, 2023, US federal banking regulators issued a proposal for long-term debt (“LTD”) requirements on certain midsize and larger US banking organizations (the “LTD Proposal”). The LTD Proposal is important because it would require many regional and larger banking organizations to issue significant amounts of LTD. In this Legal Update, we provide background…