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To analyze the differences between the SEC’s newly adopted final business conduct rules for security-based swap dealers and major security-based swap participants under Section 15F(h) of the Securities Exchange Act of 1934 and the parallel rules promulgated under the Commodity Exchange Act by the CFTC with respect to swap dealers and major swap participants.

This article discusses select rules under each regulatory regime and highlights the major differences and potential effects of each.

This article concludes that while the SEC’s intent was to harmonize its final rules with the parallel CFTC rules, there are substantive differences between the two sets of rules that firms should consider when deciding how to structure their security-based swap dealer activities.

This article contains insightful analysis of the newly adopted SEC Business Conduct Rules and highlights some of the ways firms will likely be affected moving forward.

The paper discusses the rationale for a widespread reliance on Codes of Conduct (CoC) in European crowdfunding through the lenses of economic theories of self-regulation. By analysing the institutional design of CoCs in crowdfunding, the paper illustrates the differences in their regulatory context, inclusiveness, monitoring and enforcement. It offers the first systematic overview of substantial rules of CoCs in crowdfunding.

A comparative case study of nine CoCs in Europe is used to illustrate differences in their institutional design and discern the economic purpose of the CoC.

The institutional design of different CoCs in Europe mainly supports voluntary theories of self-regulation. In particular, the theory of reputation commons has the most explanatory power. The substantial rules of CoC in different markets show the potential sources of market failure through the perspectives of platforms.

CoCs appear in various regulatory, cultural, and industry contexts of different countries. Some of the institutional design features of CoC might be a result of these characteristics.

Crowdfunding associations wishing to develop their own CoC may learn from a comparative overview of key provisions.

For governments in Europe, contemplating creating or revising bespoke crowdfunding regimes, the paper identifies areas where crowdfunding platforms perceive market failure.

This paper is the first systematic study of self-regulatory institutions in European crowdfunding. The paper employs a theoretical framework for the analysis of self-regulation in crowdfunding and provides a comparison of a regulatory context, inclusiveness, monitoring and enforcement of different CoCs in Europe.

Enforcement as a concept imports compulsion to comply with a particular norm. Of course, the nature of enforcement might vary considerably with the norm in question or society within which action is desired. Professor Gower, in his ‘Review of Investor Protection’, expressed the view that a rule that could not be or was not enforced brought the system, within which that rule was supposed to operate, into disrepute. Whether this is true or not may be a matter for debate. Most systems of control envisage rules that in practical terms are unenforceable, but that are expected to have a normative or educational effect. Such functions, in the context of securities regulation, may be thought to be of some significance. Thus, the fact that simply because a rule cannot either in its terms or in practice be sanctioned by a predictable and determinate action intended to promote compliance, does not necessarily undermine that rule let alone the system within which it exists. To assume without more that a rule that cannot be enforced is not a legal rule, or to be precise a rule of law, while no doubt appealing enough to the positivist school of jurisprudence, is simplistic and outdated. Furthermore, in the context of the sort of economic regulation that we are discussing, whether a rule is characterised as one of law or not may or may not have significance. While there is a problem with determining the appropriate degree of interface between rules bearing differing qualities, purely in terms of achieving a defined regulatory objective it might well be that a rule which is not law in the formal sense of having been promulgated by an authority with legislative power, promotes a satisfactory degree of compliance. Therefore, many of the rules that pertained prior to the creation of the regime of regulation under the Financial Services Act 1986 were essentially non‐legal in the sense that they did not carry determinate sanctions ordained by a legal process consequent upon a violation and were not promulgated by an authority with legislative power. However, to dismiss them because they were unenforceable at law would give a very false picture of the efficacy of what was for many years a satisfactory regulatory structure. Even today, although the interrelationships of legal and non‐legal rules is very much more complex, it is still the case that significant areas of regulation have been left to non‐legal authorities.

The purpose of this paper is to find out whether, which and how international corporations use their codes of conduct to guide employees double‐bound by contradicting cultural norms.

The paper draws on integrative social contracts theory to content‐analyse the codes of conduct of the “Fortune Global 500” and the “UNCTAD 100”.

The vast majority of international corporations' codes either does not acknowledge contradictions between equally binding norms, or lacks priority rules for employees to resolve them. Nonetheless, several codes of conduct describe how norms might contradict, give clear priority to one set of norms (local or corporate) and provide specific examples to employees of when and how to apply a priority rule.

The paper identifies the 33 codes of conduct which can serve as best practices for international corporations' employee and corporate communication.

Contradictions between cultural norms are unacknowledged or unresolved in communication practice and little explored in corporate communication research. This paper assesses the scope of this caveat in communication practice and offers solutions in the form of an existing normative theory and of newly identified best practices.

Compliance is key to the operation and reputation of the financial services sector and is now completely embedded in the way financial services organisations carry on investment business. It is also fundamental to the Financial Services Authority (FSA) in seeking to achieve its regulatory objectives as set out in SS. 3‐6 of the Financial Services and Markets Act 2000. A great deal has been written on the topic of compliance and the core objective of this paper is to review and comment on the current approach to compliance which has evolved since the introduction of the Financial Services Act 1986. It notes the change of emphasis by the FSA from individual compliance competence to organisational compliance competence. It focuses on conduct of business regulation and highlights the importance of training and competence to compliance and explains how the regulatory approach has been changing from a rules‐based approach to a more flexible ethical one.

The purpose of this qualitative paper is to identify and amplify the voice of those experts who advise practitioners faced with foreign market entry decisions. This paper reports the importance that experts place on the rule of law, a positive ethical climate in host nations and the experts’ knowledge of investment financial performance after five years of the initial foreign market entry.

The sample included 12 experienced expert professional interviewees who spent careers with publicly held multinational corporations, attorneys who advised multinational corporation officers, arbitrators with significant international dispute resolution experience, corporate ethics compliance experts, small global entrepreneurial business owners and an academic specializing in international commercial law and dispute resolution.

The rule of law and ethical climate significantly influence private market entry mode, dispute resolution choices and the likelihood of financial success. Finally, the findings illuminate the importance of the rule of law and a positive ethical climate in private foreign market entry decisions and their managerial and policy implications.

This study lays the foundation for the development of propositions to understand better the significant role of the rule of law in the private foreign investment decision-making process and the financial performance of the foreign investment.

The paper begins by describing the background to, and effect of, the Financial Services Act 1986 (FSA). It goes on to consider both the need for change to the regulatory system established by the FSA, and the New Settlement which emerged as a result of the FSA's shortcomings. The author evaluates the effectiveness of the New Settlement and concludes by considering the continuing pressures for changes to the FSA which exist.

The purpose of this paper is to explain a final rule adopted by the SEC and the CFTC that clarifies Dodd‐Frank Act definitions for the new terms “swap dealer,” “security‐based swap dealer,” “major swap participant” and “major security‐based swap participant (together “regulated swap entities”), and an amended definition of the term “eligible contract participant,” and the implications of those definitions.

The paper explains the definitions of “swap dealer,” “security‐based swap dealer,” “major swap participant” and “major security‐based swap participant” and how those definitions affect market participants; extraterritorial reach of regulated swap entity regulation; and the amended definition of the term “eligible contract participant.”

The adoption of the Final Rule is important to swap market participants because it provides firm definitional guidance on the criteria that make one a regulated swap entity subject to registration with the CFTC and/or the SEC and the many responsibilities, obligations, and restrictions that come with substantive regulation, including capital and margin requirements, business conduct rules, conflict of interest rules, chief compliance officer requirements, reporting obligations, and recordkeeping requirements.

The paper provides practical guidance from experienced financial services lawyers.

This paper, set in the context of a rationale for financial regulation, considers how the Financial Services Authority’s (the regulator) approach to establishing compliance competent organisations in the life assurance sector (the regulated) has evolved from a prescriptive approach to one of cooperation with those regulated, in order to establish a working partnership. It focuses on investment business and the resulting importance of conduct of business regulation. It reviews the regulator’s approach, linking academic theory to existing practice and the progress made in the developing and evolving relationship between the regulator and the regulated. It establishes what steps/phases have already taken place within life assurance companies seeking to incorporate and change their compliance culture. It creates a template for the review of progress in seeking to achieve the regulator’s goal of compliant competent organisations, while identifying the essential elements of the new partnership approach. This approach will not only meet the regulator’s stated aim of improving consumer protection but also benefit life assurance companies themselves.

The purpose of this paper is to provide of selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in January, February, and March 2012.

The paper provides Regulatory Notice 12‐03, January 2012, Complex Products: Heightened Supervision of Complex Products; Regulatory Notice 12‐05, January 2012, Customer Account Protection: Verification of Emailed Instructions to Transmit or Withdraw Assets from Customer Accounts; Regulatory Notice 12‐13, March 2012, Best Execution, SEC Approves Consolidated FINRA Best Execution Rule. It summarizes ten disciplinary actions for recommending unsuitable sales of unit investment trusts (UITs) and floating rate loan funds; using misleading marketing materials in the sale of a non‐traded real estate investment trust (REIT); selling interests in private placement offerings without having a reasonable basis for recommending the securities; unsuitable sales of reverse convertible securities; violating Regulation SHO (Reg SHO) and failing to properly supervise short sales of securities and marking of sale orders; misrepresenting delinquency data and inadequate supervision in connection with the issuance of residential subprime mortgage securitizations (RMBS); permitting a registered representative to publish advertisements that failed to provide a sound basis for a reader to evaluate the products and services being offered, contained exaggerated, unwarranted and misleading statements, and failed to disclose the firm's name; failing to conduct reasonable due diligence regarding securities an entity issued; failing to disclose certain conflicts of interest in research reports and research analysts' public appearances; and failing to develop and enforce written procedures reasonably designed to achieve compliance with NASD Rule 3010(d)(2) regarding the review of electronic correspondence.

The paper reveals for Regulatory Notice 12‐03 that the decision to recommend complex products to retail investors is one that a firm should make only after the firm has implemented heightened supervisory and compliance procedures; firms also should monitor the sale of these products in a manner that is reasonably designed to ensure that each product is recommended only to a customer who understands the essential features of the product and for whom the product is suitable. For Notice 12‐05 it finds that, given the rise in incidents reported to FINRA involving fraud perpetrated through compromised customer e‐mail accounts, FINRA recommends that firms reassess their specific policies and procedures for accepting and verifying instructions to withdraw or transfer customer funds that are transmitted via email or other electronic means, as well as firms' overall policies and procedures in this area. For Notice 12‐13: FINRA Rule 5310 leaves in place the general requirements of best execution, which are for a member firm, in any transaction for or with a customer or a customer of another broker‐dealer, to use “reasonable diligence” to ascertain the best market for a security and to buy or sell in such market so that the resultant price to the customer is as favorable as possible under prevailing market conditions.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends.