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The purpose of this paper is to explain and interpret the Securities and Exchange Commission's (SEC's) recently announced charges against 23 firms for violation of short selling restrictions set out in Rule 105 under Regulation M of the Securities Exchange Act of 1934.

The paper explains the requirements of and exceptions to Rule 105; shows how an increasing number of enforcement cases have had their origins in SEC staff inspections; and recommends internal training and policies and procedures to ensure that firms comply with the rule.

Rule 105 in general prohibits short selling a security within a specified period of time prior to the purchase of that security in a follow-on or secondary firm commitment offering.

Vigilance over internal compliance programs is increasingly important to avoid violating applicable legal requirements such as those set out in Rule 105 and, more importantly, a potential enforcement action over witting or unwitting compliance violations.

The paper provides practical guidance from experienced securities lawyers.

The purpose of this article is to inform the various securities market participants about new Exchange Act Rule 13h‐1, its specifics and the requirements it may impose.

The paper outlines the various requirements of the Rule and additional background information and some clarifications based on the SEC adopting release.

The Rule requires “large traders”, as defined in the Rule, to self‐identify to the SEC and to obtain from the SEC a large trader identification number (“LTID”) and provide the LTID to each US‐registered broker‐dealer through which it effects transactions in NMS securities. The Rule also requires US‐registered broker‐dealers to provide to the SEC, on request, data on large traders' transactions in NMS securities by the morning after the transactions are effected; and it requires US‐registered broker‐dealers to maintain books and records, and perform certain monitoring functions, with respect to these transactions. The SEC has also adopted Form 13H under Exchange Act Section 13(h). A large trader must submit to the SEC Form 13H as an “Initial Filing” to receive its LTID and file various periodic amendments thereafter.

The paper provides practical guidance from experienced securities lawyers. The authors hope the discussion in the paper will enable affected market participants, which include US‐ registered broker‐dealers as well as other persons within the Rule's definition of large trader, to be informed about and to prepare for compliance with the Rule.

The purpose of this paper is to analyze a recent US Securities and Exchange Commission order dismissing an administrative proceeding against the former general counsel of a broker‐dealer relating to his purported failure to supervise a registered representative.

The paper explains the story of the general counsel of a broker‐dealer who recommended that a registered representative be fired for misconduct, the effective over‐ruling of that recommendation by the vice chairman of the firm who supervised the registered representative, the SEC's order instituting administrative proceedings (OIP) alleging that the general counsel was the registered representative's supervisor and failed in his supervisory responsibilities, an administrative law judge's finding that the general counsel was the registered representative's supervisor but was not negligent under the circumstances, the SEC Division of Enforcement's appeal of that decision, and the SEC Commissioners’ dismissal of the appeal after a split 1‐1 vote.

The paper finds that the SEC's “non‐decision” decision leaves compliance and legal personnel with no clear guidance as to when they may have supervisory responsibilities with respect to broker‐dealer personnel and the SEC has not explained whether compliance personnel have different and/or additional compliance responsibilities as compared to legal personnel.

The SEC and its Division of Enforcement are likely to pursue and penalize compliance and legal officers notwithstanding their efforts to alert senior management to wrongdoing by employees they do not actually supervise.

The paper provides expert guidance by experienced securities lawyers.

The SEC has proposed several rules and rule amendments that, if adopted, would impact market structure of the equities markets for years to come. This article summarizes those proposed changes and describes some of the early reaction to them by both industry and regulators. Regulation NMS, as the rule proposals are collectively called, is intended to accomplish three primary objectives: (1) to promote equal regulation of market centers, (2) to update antiquated rules, and (3) to promote greater order interaction and displayed depth. Regulation NMS, which is intended to “advance the dialogue” on market structure issues, consists of rule proposals in four substantive areas. First, the SEC has proposed a uniform trade‐through rule for all national market system (“NMS”) market centers that would affirm the principle of price priority while addressing the differences between automated and manual markets. Second, the SEC has proposed a uniform market access rule with a de minimis fee standard intended to assure non‐discriminatory access to the best prices displayed by NMS market centers without mandating hard linkages such as the Intermarket Trading System (“ITS”).

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

Explains the purpose of Regulation SCI, the responsibilities of SCI entities, systems covered by the rules (“SCI systems”), and specific obligations of SCI entities, including the establishment and periodic review of policies and procedures, compliance with the Exchange Act, designation of “responsible SCI personnel,” appropriate corrective action in response to “SCI events,” notification of systems changes, annual “SCI reviews,” business continuity and disaster recovery testing, and recordkeeping and filing. Discusses future implications for SCI Entities and other market participants.

Regulation SCI launches a broad and extensive overlay of rules and guidance to address systems capacity and integrity issues that have increasingly affected the securities markets. The adoption of this regulation suggests that there will continue to be increased scrutiny by the SEC, FINRA and other regulators of the automated systems and related policies and procedures of all market participants.

SCI entities will need to devote considerable attention and resources not just to prevent incidents where possible, but also to establish systems for ensuring thorough compliance and well-documented and reasonable follow-up actions where necessary. All market professionals – including broker-dealers, investment advisers, pension funds and investment companies – should study the new regulation and consider adopting appropriate policies and procedures to address operating as well as cyber security issues with respect to their own critical operating technology.

Practical guidance from experienced financial services lawyers.

The study, representing 6,528 employees, investigates the relationship of the “big five” personality dimensions and managerial practices to the dimension of trust relationships between managers and employees, and also the relationship between the “big five” and managerial practices. Results indicate that managerial practices have an influence on the trust relationships between managers and employees. A weaker relationship with the dimension of trust was obtained for the “big five” personality dimensions. Although there appears to be a weaker relationship between the “big five” and the dimension of trust, the relatively good fit of the model indicates that an overall implication of the model is that both managerial practices and the “big five” personality aspects of the manager might influence his/her subordinates indirectly. The results indicate that although managers perceived it to be a good instrument to use, future research is needed to expand other anecdotes of trust.

In a full blaze of comings and goings, it is unnecessary to remind ourselves that the holiday season is upon us; mass travel to faraway places. The media have for months, all through the winter, been extolling a surfeit of romantic areas of the world, exspecially on television; of colourful scenes, exotic beauties, brilliant sunshine everywhere; travel mostly by air as so‐called package tours — holidays for the masses! The most popular areas are countries of the Mediterranean littoral, from Israel to Spain, North Africa, the Adriatic, but of recent years, much farhter afield, India, South‐east Asia and increasingly to the USA.