SEC

Better Late Than Never: SEC Proposes Guide 3 Update

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In a long-awaited milestone, the SEC has proposed an update of Guide 3, the industry guide for banking organizations.  The proposal eliminates a number of the current requirements under Guide 3 and streamlines many of those that remain.  The three “new” credit quality ratios in the proposal are, in practice, already included in most registrants’ disclosures, and thus are not significant new requirements.

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SEC’s Proxy Voting Guidance: What About Corporate Actions?

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The US Securities and Exchange Commission’s recent guidance on proxy voting may have unintentionally raised the issue of whether fund managers are meeting their fiduciary obligations when they vote in one-off voluntary corporate action events. Compliance managers at several US fund management firms tell FinOps Report that following the publication of the SEC’s publication of […]

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SEC: Old Transfer Agent Rules Apply to New Blockchain

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The US Securities and Exchange Commission’s decision to register blockchain-enabled transfer agents has resurrected the issue of how it can apply securities laws to a nascent unproven technology. San Francisco-based Securitize has laid claim to being the first “agent” registered by the SEC to have developed an open-source blockchain based protocol for shareholder recordkeeping with […]

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Status of Financial Regulatory Leadership Changes

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As we look forward to fall, we have updated our brief deck summarizing the leadership and staffing changes among federal financial regulators, including announced nominations, confirmations, resignations and expiring terms.  The first slide summarizes the state of play for the agencies’ principals; the later slides provide a deeper look on an agency-by-agency basis, including select senior staff.  We intend to continue to update this resourc

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Rule 606: SEC Redefines Discretionary Trades

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The US Securities and Exchange Commission’s decision to broadly define what makes a trade execution discretionary will force introducing and executing brokers to walk a thin tightrope when complying with its new Rule 606. They will have to make some tough choices on how much information the executing broker can release on a trade order […]

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CECL Delayed for Small and Private Companies, But 2020 Implementation is Likely Here to Stay

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The Financial Standards Accounting Board (FASB) voted on Wednesday to propose delaying the implementation date of the Current Expected Credit Losses accounting standard (CECL) until 2023, for all companies other than larger SEC filers.  The proposal would reduce the number of implementation dates from three to two.

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Visual Memorandum: SEC’s Security-Based Swap Capital, Margin and Segregation Rules

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On June 21, 2019, the SEC adopted security-based swap (SBS) capital, margin and segregation requirements (the SEC Rules) for SBS dealers (SBSDs) and major SBS participants, revised the capital and segregation requirements for broker-dealers that are not SBSDs to the extent they engage in SBS activities, and increased the minimum capital requirements for broker-dealers authorized to use internal models to compute net capital. The SEC Rules do not start the registration or compliance clock for SBSDs.

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Davis Polk Client Memorandum: SEC and FINRA Staffs Highlight Broker-Dealer Regulatory Challenges Raised by Digital Assets—And Hint at Solutions

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Broker-dealer custody of on-blockchain assets has been a key hurdle in the development of a more regulated financial infrastructure for digital assets in the United States.  In a joint statement (the Joint Statement), the staffs of the SEC and FINRA outlined their concerns about broker-dealers’ ability to comply with their financial responsibility rules—in particular, the requirement to obtain and maintain physical possession or contr

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Davis Polk Visual Memorandum: SEC Adopts Regulation Best Interest, Form CRS and Related Advisers Act Interpretations

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The SEC adopted its long-awaited Regulation Best Interest, establishing new standard of conduct regulations for SEC-registered broker-dealers and their associated persons that are natural persons.  At the same time, the SEC adopted (i) a new relationship summary disclosure requirement, on Form CRS, for broker-dealers and investment advisers who offer services to retail investors and (ii) two interpretive releases—one on the investment adviser fiduciary duty and the other on the solely incidental exemption for broker-dealers from the investment adviser regulations.

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Cryptoasset Valuation: Fair Value or Fair Game?

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Fair value– the term used by accountants to refer to the correct valuation of assets for financial reporting purposes — should’nt be taken at face value by fund managers or investors when comes to cryptoassets. Anyone who comes to the table unprepared for a potential dispute is foolish as shown in a recent lawsuit involving […]

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