Journal of Investment Compliance: Volume 16 Issue 3

SEC adopts regulation systems compliance and integrity

James Burns, Georgia Bullitt, Howard Kramer, Jack Habert, James Doench

– To explain the requirements of Regulation Systems Compliance and Integrity (“Regulation SCI”) and the new responsibilities of organizations defined as “SCI entities.”

Peer-to-peer lending platforms: securities law considerations

Robert H. Rosenblum, Susan A. Gault-Brown, Amy B. Caiazza

To provide an overview of the basic model used by many peer-to-peer lending platforms and some of the key peer lending regulatory and structuring considerations under the federal…

SEC applies whistleblower protections to confidentiality agreements

Daniel Adams, Jennifer Chunias, Robert Hale, John Newell, William T. Goldberg

– The article highlights one of several recent SEC enforcement developments involving whistleblowers.

Has the SEC become the “Whistleblower’s Advocate”?

Peter K.M. Chan, Amy J. Greer

This article serves as a timely alert to public companies and financial institutions of their potential risk exposure in light of the SEC’s aggressive interpretation of the…

SEC proposes “pay-for-performance” disclosure rule

David H. Engvall, Reid S. Hooper, Keir D. Gumbs, David B.H. Martin

To outline and summarize the new disclosure requirements under the Securities and Exchange Commission’s proposed pay-for-performance rule, as mandated by the Dodd-Frank Wall…

SEC permits abbreviated tender and exchange offers for non-convertible high-yield and investment-grade debt securities

Ian B. Blumenstein, J. Eric Maki, John T. Owen

– To advise companies of a recent SEC no-action letter relating to tender and exchange offers for certain debt securities.

Parties push to enforce statutory time limits on SEC enforcement actions

Benjamin Neaderland, Jared Cohen

To alert companies and individuals subject to regulation and investigation by the US Securities and Exchange Commission (SEC) of potential arguments to enforce time limits on…

FINRA proposes requiring registration of associated persons who develop algorithmic trading strategies

Janet M. Angstadt, Michael T. Foley, Ross Pazzol, James D. Van De Graaff

To analyze FINRA’s proposal that would require registration with FINRA of associated persons of FINRA-member firms who are primarily responsible for the design, development or…

US Supreme Court clarifies liability standard under Section 11 of the Securities Act of 1933 for statements of opinion in registration statements

Richard Parrino, Douglas Schwab, David Wertheimer

The purpose of this article is to examine the US Supreme Court’s much anticipated decision in Omnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund. In this 2015…

Fiduciary duties of UK investment managers and conflicts: the arch financial products case

Winston Penhall

– The article analyses the findings of the Court in the Arch Cru case relating to manager fiduciary duties under English law and conflicts of interest compliance failings.

National Football League faces hedge fund manager fraud: implications for professional associations and investors from the case of international management associates

Majed Muhtaseb

– To describe the fraudulent activity of investment manager Kirk S. Wright and to discuss its implications for investors and professional associations.

Editor’s letter

Henry A Davis