Bradley Berman

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This market trends article examines recent trends regarding medium-term note programs (MTN programs), providing an overview of the market in 2019 and 2020 with a focus on general deal structure and process, recent deal terms, and disclosure trends. Financial service companies, such as bank holding companies, continued to use medium-term note programs as their vehicles…

Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration under the Securities Act of 1933 (“Securities Act”) provided by Rule 506 of Regulation D thereof unavailable for any securities offering in which certain…

This article discusses the public statement dated July 12, 2019, made by the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Investment Management and Trading and Markets, and the Office of the Chief Accountant, encouraging market participants to begin the transition away from U.S. dollar LIBOR, which is expected to cease publication in 2021.…

On June 5, 2019, the Securities and Exchange Commission (SEC) adopted Regulation Best Interest (Rule 15l-1 under the Securities Exchange Act of 1934 (Exchange Act)), which requires broker-dealers and their associated persons who are natural persons to act in the best interest of their retail customers when making a recommendation. The SEC also adopted Form…

The Securities and Exchange Commission posted an Open Meeting Agenda for June 5, 2019, when the Commission will vote on whether to adopt Regulation Best Interest, the related Form CRS Relationship Summary and a standard of conduct for registered investment advisers (“RIAs”). The agenda is available at: https://www.sec.gov/news/openmeetings/2019/agenda060519.htm.  It is not known whether the…

The Office of the Investor Advocate released its “Report on Activities for the Fiscal Year 2018” (the “Report”). During the 2018 fiscal year, the Investor Advocate focused significant attention on proposed Regulation Best Interest and on the standard of conduct applicable to broker-dealers and investment advisers. In the Investor Testing section of the…

All communications by FINRA member firms are subject to the communications rule—Rule 2210—which has approval and review, recordkeeping, filing and content standards. The rule also includes exceptions from many of its requirements. In recent years, FINRA has updated its advice relating to the use of social media by member firms, in response to the rapidly…

On October 30, 2018, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change to amend FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the “Rule”), which is the main FINRA rule regarding compensation in securities offerings, with the Securities and Exchange Commission (“SEC”).

The proposed Rule includes the following…