Search results

To summarize revised MSRB Rule G-30, which governs municipal bond dealer fair-pricing obligations.

Discusses background of previous MSRB fair-pricing rules and interpretive guidance. Outlines the basic dealer obligations arising under revised MSRB Rule G-30. Discusses three key aspects of the new rule and recent rulemaking effort: the obligation of dealers to exercise “diligence” in assessing a municipal security’s market value and reasonableness of compensation, the distinction between fair security pricing and reasonable dealer compensation, and previous MSRB guidance that is superseded by the rule change. Also discusses similar rule changes related to fair-pricing, mark-ups, markdowns and commissions that have been proposed by FINRA that would apply to non-municipal securities if adopted.

Revised MSRB Rule G-30 generally preserves existing municipal bond fair-pricing obligations while consolidating obligations that previously existed in multiple MSRB rules and interpretive guidance.

The MSRB generally sought to preserve the substance of existing dealer fair-pricing obligations in revised MSRB Rule G-30 but dealers should evaluate their existing compliance frameworks in light of the recent revisions. The recent changes include deletion of prior MSRB Rule G-18 and superseding of certain interpretive guidance.

Practical explanation by experienced financial services lawyer.

The purpose of this summary is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) Regulatory Notices and Disciplinary Actions issued from April to June 2009 and a sample of disciplinary actions during that period.

The paper provides excerpts from Regulatory Notice 09‐22, Personal Securities Transactions; 09‐25, Suitability and “Know Your Customer”; 09‐27, Member Public Offerings; 09‐30, Credit Default Swaps; 09‐34, Investment Company Securities; 09‐35, Municipal Securities.

Notice 09‐22: Sound supervisory practices require that a member firm monitor personal securities transactions outside of the firm by or for its associated persons. Notice 09‐25: Suitability obligations and know‐your customer obligations are critical to protecting investors. Notice 09‐27: The offering of securities by a member firm or a control entity of the firm in a private placement raises conflicts of interest and has been an area of regulatory concern in recent years. Notice 09‐30: Regulatory authorities are adopting measures to address system risk arising from credit default swaps (CDS), including risks to the financial system arising from the lack of a central clearing counterparty to clear and settle CDS; the SEC has approved a rule establishing an interim pilot program on margin requirements for CDS transactions. Notice 09‐34: As part of the process to develop a new consolidated rulebook, FINRA is requesting comment on a proposed rule regarding the distribution and sale of investment company securities. Notice 09‐35: FINRA recommends that firms engaged in municipal securities business review and, if necessary, modify their policies and procedures in light of changes to the Municipal Securities Rulemaking Board's (MSRB) Electronic Municipal Market Access system (EMMA) that take effect July 1, 2009, and changes to MSRB rules that went into effect June 1, 2009. FINRA also encourages firms to review the overall adequacy and effectiveness of their current policies and procedures for municipal securities activities generally, particularly those relating to the disclosure of material information, the suitability of recommendations to retail customers, and the general supervision of their municipal securities activities.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org

The aim is to explain certain disclosure and other obligations of municipal securities dealers when they act as underwriters to municipal securities issuers, as contained in a Municipal Securities Rulemaking Board interpretive notice regarding MSRB Rule G‐17, approved by the Securities and Exchange Commission on May 4, 2012.

The paper explains the basic fair dealing principle; required disclosure by an underwriter; timing, manner, acknowledgement, and substance of disclosures; guidance concerning the role and compensation of the underwriter; disclosures of other conflicts; disclosures required in the case of complex financing structures; guidance concerning underwriter compensation and new issuance pricing; requirements for underwriters to honor retail order periods; and guidance on dealer payments to issuer personnel.

Although most underwriters have always viewed themselves as having a duty of fair dealing to municipal issuers, the MSRB's notice will require underwriters to formalize their procedures. Underwriters will have to develop mandatory disclosures, checklists of potential conflict disclosures, and procedures for receiving written acknowledgments. They will need to rethink how they approach complex financings.

The paper provides practical guidance from experienced securities lawyers.

In order to succeed in an action under the Equal Pay Act 1970, should the woman and the man be employed by the same employer on like work at the same time or would the woman still be covered by the Act if she were employed on like work in succession to the man? This is the question which had to be solved in Macarthys Ltd v. Smith. Unfortunately it was not. Their Lordships interpreted the relevant section in different ways and since Article 119 of the Treaty of Rome was also subject to different interpretations, the case has been referred to the European Court of Justice.

To summarize the Municipal Securities Rulemaking Board’s 2016 Compliance Advisory for brokers, dealers and municipal securities dealers.

Summarizes several Municipal Securities Rulemaking Board (MSRB) rules that the Compliance Advisory highlights as presenting key compliance risks for brokers, dealers and municipal securities dealers. Discusses the factors included in the Compliance Advisory that dealers should consider when evaluating compliance procedures and controls.

By highlighting some key compliance risks and providing considerations tailored to those risks, the Compliance Advisory can be used as a tool to aid dealers in developing and assessing effective compliance programs.

Dealers should consider reviewing their firms’ existing compliance policies and procedures in light of the considerations discussed in the Compliance Advisory.

Practical guidance from experienced securities and financial services regulatory lawyers.

Twenty years after enactment of the US Foreign Corrupt Practices Act, official corruption and corruption in the financial markets again figures prominently on many government agendas, has been the subject of several recent international actions and has attracted the interest of the media.

A pooled income fund (PIF) is one of the methods created under the 1969 Tax Reform Act whereby a taxpayer may make a tax‐deductible remainder gift to a charitable organization. The fund, established by a charitable organization to receive irrevocable gifts from at least two donors, pays current income to the individual beneficiaries for life, but at the termination of each income interest, the allocable principal must revert permanently to the charitable organization. In recent years, a number of PIFs have been offered to the public by charitable organizations through broker‐dealers or related entities. There are numerous securities‐law issues implicated by the sales of these PIFs, including: (i) whether broker‐dealers may solicit donations to such funds and receive compensation for their solicitations; (ii) the effect of the broker‐dealers’ solicitation and receipt of compensation have on securities registration for the PIF or units offered therein under the Securities Act of 1933, the Securities Exchange Act of 1934, or the Investment Company Act of 1940; (iii) whether staff and persons affiliated with the sponsoring charity, including parties assisting them in the marketing of such pooled income funds, also should be permitted to solicit donations; (iv) whether such charities or persons, or parties assisting them in the marketing of such pooled income funds, then should be required to register as broker‐dealers; (v) what securities licenses may be required of the aforementioned parties; and (vi) whether there are ways to design the manner in which third parties other than broker dealers are compensated to resolve any potential issues arising from answers to the previous questions. This article first sets forth the applicable law involved in the analysis and then attempts to answer each of the issues presented above.

The aim of this paper is to provide excerpts of selected NASD actions in April, May, and June 2007.

The paper provides excerpts from NASD Notice to Members 07‐16, Frequently Asked NASD Financial and Operational Questions; 07‐17, NASD and NYSE Joint Release Regarding Special Measures against Specified Banks Pursuant to Section 311 of the USA PATRIOT Act; 07‐19, SEC Approves Amendments to Expand IM‐2110‐2 to include OTC Equity Securities; 07‐23, NASD Trade Reporting Requirements Related to Regulation NMS; 07‐24, New Requirement for the Reporting of Consolidated Short Interest Positions to the Intermarket Surveillance Group (ISG); 07‐25, NASD Provides Guidance Concerning Trade Reporting Obligations for Transactions in Foreign Securities and American Depositary Receipts; 07‐27, NASD Requests Comment on Proposed Rule 2721 to Regulate Member Private Securities Offerings; and 07‐28, SEC Approves Additional Mark‐Up Policy for Transactions in Debt Securities, Except Municipal Securities.

The paper finds useful indications of regulatory trends.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The NASD staff is aware of this summary but has neither reviewed nor edited it. For further detail and NASD contacts for each notice, as well as other notices and useful information, the reader is directed to www.nasd.com

To explain the new Municipal Advisor Rule that will take effect on July 1, 2014, which regulates persons and firms that provide advice to municipal issuers and obligated parties regarding municipal financial products or the issuance of municipal securities or that engage in certain solicitation of municipalities or obligors on behalf of third parties.

Explains who is treated as a Municipal Advisor, the standards applicable to Municipal Advisors, how the Rule may affect municipal securities issuers and obligated persons (collectively referred to as “Borrowers”) as well as other market participants, describes the exceptions and exemption s to the requirements of the Rule, and concludes with suggestions as to how Borrowers and other market participants may promote the flow of information.

The Rule will carry out a requirement of the Dodd-Frank Act, which provides that any party that provides advice to a Borrower regarding municipal financial products or the issuance of municipal securities must register with the SEC and the MSRB as a Municipal Advisor, unless such party qualifies for an exception or exemption under the Rule. Practical Implications: The Rule will change how information flows in the municipal securities market. Some consequences of the Rule may disadvantage Borrowers and other market participants. The Rule may restrict the flow of information provided to Borrowers by participants in the municipal securities marketplace that are not Municipal Advisors.

Practical guidance from experienced financial services lawyers.

In June of 2004, the Securities and Exchange Commission (“the SEC”) voted to publish Proposed Regulation B (“Regulation B”), which will implement provisions of the Gramm‐Leach‐Blily Act of 1999 (“GLBA”) that identify activities which banks may engage in without registering as brokers or dealers under The Securities and Exchange Act of 1934 (“The Exchange Act”); effectively governing the manner in which banks, savings associations and savings banks effect securities transactions. By enacting the GLBA, Congress repealed most of the remaining vestiges of the ownership restrictions that prevented banks, securities and insurance firms from combining, thereby allowing them to adopt the universal banking model through the creation of financial conglomerates known as “financial holding companies.” Proposed Regulation B (“Regulation B”) supercedes the SEC's final interim rules issued in May of 2001 with respect to banking and brokering activities. In general, banks and their regulators have found Regulation B to be far more acceptable than the final interim rules of 2001. On a practical level, Regulation B results in considerably more work for banks. This article will examine the existing law as it pertains to banks engaging in broker‐dealer activities and highlight the key provisions of Regulation B.