Journal of Investment Compliance: Volume 18 Issue 4

Nuts and bolts: securities arbitration

Sandra D. Grannum, Justin Ginter

To address the nuts and bolts of securities arbitration in the FINRA forum.

The ABCs of fund finance: credit facilities for secondaries funds and funds of funds

Matthew K. Kerfoot, Jay R. Alicandri, Russel G. Perkins

To review and analyze the key structural considerations secondaries funds and funds of funds must consider when negotiating credit facilities secured by limited partnership (LP…

Kokesh v. SEC: the end of a disgorgement era?

Marc Litt, Jerome P. Tomas, Elizabeth L. Yingling, Richard A. Kirby

To explain the Supreme Court’s ruling in its recent Kokesh v. SEC decision and its impact on the SEC’s ability to recover disgorgement of ill-gotten gains beyond the five-year…

SEC permits all issuers to submit confidential draft registration statements

Andrew Brady, Brian Breheny, Michelle Gasaway, Stacy Kanter, Michael Zeidel, Monika Zhou

To explain the US Securities and Exchange Commission’s (SEC’s) June 29, 2017 announcement (as updated August 17, 2017) that the staff of its Division of Corporation Finance will…

A review of the SEC Participating Affiliate No-Action Letters’ relief from Investment Advisers Act of 1940 registration for foreign investment advisers

Wendy E. Cohen, David Y. Dickstein, Christian B. Hennion, Richard D. Marshall, Allison C. Yacker, Lance A. Zinman

To explain the US Securities and Exchange Commission (the “SEC”) staff’s (the “Staff”) participating affiliate exemption from investment adviser registration for foreign advisers…

SEC’s unwavering focus on disclosure of valuation methods and calculation of IRRs by fund sponsors

Michael P. Earley, Jessica Panza, Katherine Thrapp

To explain the SEC’s historical focus on the calculation of investment performance and to highlight important issues for fund sponsors in the future.

An overview of the FINRA Rule 4210 margin amendments

Nikiforos Mathews, Jonas Robison

To summarize for registered broker-dealers and their customers upcoming margin requirements for “to-be-announced” (TBA) transactions on mortgage-backed securities pursuant to…

FINRA issues interpretive guidance on related performance in institutional communications

Michael S. Caccese, Clair Pagnano, Eden Rohrer, Xiomara Corral

To analyze the June 9, 2017 Financial Industry Regulatory Authority, Inc. (“FINRA”) interpretive letter permitting the use of Related Performance Information in continuously…

FINRA releases new guidance regarding social media and digital communications

Russell Sacks, Jennifer Morton, Jenny Jordan, Steven Blau, Sean Kelly

In April 2017, FINRA issued a regulatory notice addressing the use of social media and digital communications by broker-dealers. The notice expanded on previous FINRA guidance on…

CFTC modernizes Rule 1.31 recordkeeping requirements

David S. Mitchell, Robert M. McLaughlin, William J. Breslin, Victoria T. Mazgalev, Scott I. Golden

To provide an overview of the Commodity Futures Trading Commission’s (the “CFTC” or “Commission”) recent amendments to CFTC Rule 1.31, which sets forth recordkeeping requirements…

ESMA issues Brexit opinions to EU regulators: a warning shot not only to the UK but also to the EU27

William Yonge, Simon Currie

To summarize and analyse four opinions issued in May and July 2017 by the European Securities and Markets Authority (“ESMA”) concerning regulatory and supervisory arbitrage risks…

Reforming EU securities laws: the new EU Prospectus Regulation

Dorothee Fischer-Appelt

To analyse the changes brought about by the new EU Prospectus Regulation, which replaced the EU Prospectus Directive, which has been the cornerstone of EU securities regulation…

Direct lending by funds: a comparison of the key EU jurisdictions

Thomas Smith, Patricia Volhard, Alan Davies, Pierre Maugüé, Marco Paruzzolo

To compare the key EU regimes regulating direct lending by private funds.

FCA discussion paper on open-ended funds and illiquidity

Panos Katsambas, Chu Ting Ng

To explore the issues and questions put forward for consideration by stakeholders by the UK Financial Conduct Authority (FCA) in its discussion paper dated February 2017 – the…

Hague Securities Convention goes into effect in the United States

Bryan L. Barreras, Barbara M. Goodstein, Kevin C. McDonald

To explain the Hague Securities Convention in the context of secured financing transactions in the US and to discuss the implications of the Convention on new and existing…

Pay ratio legislation in the United Kingdom: a prospect

Akihito Imai

The article examines a current debate over pay ratio rulemaking in the United Kingdom. In the United States, the Securities and Exchange Commission issued a rule that requires…