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One of the Securities and Exchange Commission’s priorities under Chair Clayton’s leadership has been protection of retail investors, including through rigorous enforcement of microcap fraud.  Consistent with that focus, yesterday, the Commission released proposed amendments to Securities Exchange Act Rule 15c2-11.  This rule requires that certain issuer information be made available to and be reviewed…

On June 5, 2019, the SEC published an interpretation of the standard of conduct for investment advisers under the Investment Advisers Act of 1940. The objective of the Proposed and Final Interpretations was to reaffirm and clarify certain aspects of an adviser’s fiduciary duty under Section 206 of the Advisers Act. In the SEC’s view,…

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…

At today’s open meeting, the Securities and Exchange Commission adopted a final Regulation Best Interest, as well as additional guidance.

Final action relating to the broker-dealer standard of conduct had been anxiously anticipated.  The Commission noted that Regulation Best Interest enhances the standard of conduct beyond the current broker-dealer suitability standard.  In addition, the Commission…

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…

Elder financial exploitation has been recognized by many state and national agencies as a concern as the population ages and elders shoulder more responsibility for managing their retirement assets under defined contribution plans.  For investment advisers and broker-dealers, balancing the protection of customer information and reporting financial exploitation is challenging.  Fortunately, state and national authorities…

Wednesday, August 15, 2018
1:00 p.m. – 2:00 p.m. EDT

PIPE transactions remain an important capital-raising alternative. Whether a public company is seeking to finance an acquisition, effect a recapitalization or restructuring, or facilitate a liquidity opportunity for an existing stockholder, a PIPE transaction may be the most efficient approach.

During this session, Partner…

The Securities and Exchange Commission Office of Investor Advocate released its report on the objectives of the Office for Fiscal Year 2019. The report cites the following among its principal objectives:

  • Public companies and public company disclosures. The report notes that the Commission should be encouraging companies to undertake initial public offerings; however, the report

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