On January 29, the Commission dismissed its insider-trading suit against Canadian analyst Jordan Peixoto in connection with his purchase of puts on the stock of Herbalife in advance of a negative hedge fund presentation on the company. The SEC instituted proceedings against Peixoto last September in its administrative forum - something it could not have done before Dodd-Frank against the non-registered Canadian-citizen research analyst. In the Matter of Jordan Peixoto, AP File No. 3-16184 (SEC Sept. 30, 2014)(OIP here) Dodd-Frank reforms expanded the availability of the ...

Posted in: SEC
The SEC and the Attorneys General of New York and Massachusetts this week fined Standard & Poor's almost $77 million, suspended S&P from conduit-fusion CMBS ratings work for a year and imposed other undertakings, for violations from 2010-2014. The SEC announced three settled administrative proceedings against the firm. The first settled charges that during 2010-2011 S&P changed the way it analyzed debt-service coverage ratios in a way that lessened credit-enhancement requirements in conduit-fusion commercial mortgage-backed securities (CMBS) issues. The SEC also found S&P ...
Posted in: SEC

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 made numerous, and significant, changes to the Securities and Exchange Commission's regulatory powers particularly with respect to regulated professionals in the securities industry. But its broad sweep did not ignore non-regulated persons either. And, the significance of these changes to non-regulated individuals should not be underestimated.

  • 929P(a) of Dodd-Frank granted the SEC authority to initiate the administrative proceedings against both regulated and non-regulated persons and to seek ...
Posted in: Dodd-Frank, SEC
FINRA Rule 2360 requires that members file reports for each account that has an aggregate position of 200 or more options contracts on the same side of the market covering the same underlying security or index. The reports are commonly called Large Options Position Reports ("LOPRs"). The LOPRs allow FINRA to, among other things, confirm that firms have not exceeded the limits in FINRA Rule 2360(b)(3). Currently the position limit rules require that all accounts acting in concert must be aggregated to ensure position limit compliance. The rule change would require that the position ...
Posted in: FINRA

The SEC's Office of Compliance Inspections and Examinations ("OCIE") released its 2015 Exam Priorities January 13. Director Andrew Bowden's annual list details OCIE's subject of focus for the coming year. The hot topics for 2015 include: For Retail securities sales: - The "retail-ization" of private funds, illiquid investments and structured or other alternative products that pose extra risks when complex products are sold to "mom and pop" investors; - Fees & "reverse churning" (a fixed asset-based fee on accounts with little or no activity) - when account or commission ...

Posted in: FINRA, OCIE, SEC
An all-public panel of FINRA arbitrators entered a preclusion order and awarded $750,000 in punitive damages for Respondents' failure to participate in discovery and disregard of pre-hearing filing requirements. Claimant filed a suitability claim (along with the usual companion counts) over some proprietary fund investments, among others. Respondents' discovery responses originally were due January 17, 2014. They did not oppose Claimant's March 2014 motion to compel and the Chair ordered production. Respondents failed to produce documents and responded only later to the ...
Posted in: FINRA

The Financial Industry Regulatory Authority ("FINRA") released its 10th annual Exam Priority Letter earlier this week (Jan. 6, 2015). The so-called "Errico Letter" advises broker-dealer member firms of the operational risks the regulator expects to focus on in its examination (and enforcement) program. Moving a little closer to a principles-based regulatory approach than the usual "hot issue" laundry list from past years, this year's Letter first addresses five key areas of concern: 1. Alignment of Customer/Firm Interest 2. Standards of Ethical Behavior 3. Strong ...

Posted in: FINRA
In a previous blog, we explained that the Supreme Court was considering whether a defendant merely has to allege jurisdictional facts or provide evidence regarding the amount in controversy when removing a case. On December 15, 2014, the Supreme Court answered the question. In Dart Cherokee Basin Operating Co., LLC v. Owens, No. 13-719, 2014 WL 7010692 (U.S. Dec. 15, 2014), the Court held that, pursuant to 28 U.S.C. § 1446(a), a defendant's notice of removal need include only a plausible allegation that the amount in controversy exceeds the jurisdictional threshold. The notice need ...
The Securities and Exchange Commission ("SEC") was recently granted a preliminary agreement by a federal judge to bar a municipal official from participating in future bond sales. As reported by the Wall Street Journal, the move marks a new enforcement method utilized by the SEC and was undertaken pursuant to the SEC's broad antifraud authority. While the SEC has received preliminary agreement in one case, other requests are still outstanding. The preliminary agreement awarded to the SEC involved a Harvey, Illinois city official who allegedly diverted municipal bonds for ...
Posted in: SEC
With only three official days left of the current Congress, conversations Wednesday turned towards cybersecurity in the financial sector. The Commodity Futures Trading Commission, Office of the Comptroller of the Currency, and the Securities Exchange Commission all discussed planned or ongoing strategies to prepare for future cyber-attacks, highlighting such methods as compliance examinations of firms' cybersecurity measures. These organizations' efforts emphasize the substantial scrutiny on the effects that cyber-attacks can have on both financial institutions and ...
Posted in: FINRA, SIFMA
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