Securities Regulation

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Today, for the first time as Chair of the Securities and Exchange Commission, Gary Gensler appeared before Congress to provide testimony regarding the market disruptions and volatility witnessed in January 2021 relating to GameStop and other securities.  Chair Gensler identified seven factors contributing to market volatility:  gamification and user experience; payment for order flow; equity…

In statements made at SIFMA’s Virtual Compliance and Legal Forum, FINRA Chief Executive Officer, Robert Cook, indicated that FINRA may be reconsidering aspects of its cycle examinations in light of the challenges presented by the COVID-19 pandemic. FINRA conducts between 1,500 and 2,000 risk-based cycle examinations annually to assess identified risks and controls and determine…

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal securities law and regulation during 2019. The Review is divided into three sections: regulatory actions, accounting statements, and case law developments. Continue…

On July 9, 2020, SEC Chief Accountant Sagar Teotia and SEC Division of Enforcement Co-Director Stephanie Avakian moderated a panel discussion concerning limitations on inspection and enforcement in emerging markets, and auditors’ oversight of members firms in emerging markets. This was Panel 2 of the SEC staff’s roundtable on emerging markets and comprised of PCAOB…

On July 9, 2020, the SEC hosted a virtual roundtable discussion on the risks of investing in emerging markets, including China.  The roundtable featured four separate panels that included representatives from the PCAOB, DOJ, NYSE, Nasdaq, MSCI, investor groups, auditing firms, academia and other market participants, with SEC staff members acting as moderators.

In his…

July 16-17, 2020
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This two day program will provide an in-depth review of the basic aspects of the U.S. federal securities laws. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, the securities-related provisions…

The SEC’s Division of Corporation Finance today published CF Disclosure Topic No. 9 providing the Staff’s current views regarding disclosure and securities law obligations that companies should consider in connection with the coronavirus and related market and business disruptions.  The guidance can be found here.

A Legal Update will follow shortly reviewing the guidance.

The Securities and Exchange Commission will hold an open meeting on March 4, 2020 in order to consider whether to propose rule amendments that would simplify, harmonize, and improve certain aspects of the framework for exemptions from registration under the Securities Act of 1933 to promote capital formation while preserving or enhancing important investor protections.…

Several key regulatory developments and reforms have the potential to significantly help business development companies (closed-end investment management companies that are specially regulated by the Investment Company Act of 1940). This article published in Bloomberg Law addresses those developments and how they are expected to impact the BDC industry.

View the full article here.

On January 23, 2020, the SEC’s Office of the Advocate for Small Business Capital Formation (the “Office”) hosted its first Capital Call, during which the Advocate for Small Business Capital Formation and Director of the Office, Martha Legg Miller, and members of the Office’s Staff discussed the latest trends relating to capital formation.  During the…