The SEC is adopting revisions to Volume II of the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) Filer Manual (“EDGAR Filer Manual” or “Filer Manual”) and related rules. The EDGAR system was upgraded on September 21, 2020.
FINRA Regulatory Notice 20-32 FINRA Reminds Firms to Be Aware of Fraudulent Options Trading in Connection With Potential Account Takeovers and New Account Fraud
FINRA has recently observed an increase in fraudulent options trading being facilitated by (1) account takeover schemes (sometimes referred to as account intrusions), through which a bad actor gains unauthorized entry to a customer’s brokerage account; and (2) the use of new account fraud by a bad actor who fraudulently establishes a brokerage account through identity theft. This Notice provides member firms and associated persons with information regarding options transactions in connection with these account takeover and new account fraud schemes to help identify, prevent and respond to such activity
The SEC is adopting amendments to Rule 15c2-11 under the Securities Exchange Act of 1934, which governs the publication of quotations for securities in a quotation medium other than a national securities exchange, i.e., over-the-counter (“OTC”) securities. The amendments are designed to modernize the Rule, promote investor protection, and curb incidents of fraud and manipulation by, among other things: requiring information about issuers to be current and publicly available for broker-dealers to quote their securities in the OTC market; narrowing reliance on certain exceptions from the Rule’s requirements, including the piggyback exception; adding new exceptions for the quotations of securities that may be less susceptible to fraud and manipulation; removing obsolete provisions; adding new definitions; and making technical amendments.
SEC Release Release No. 33-10835 Update of Statistical Disclosures for Bank and Savings and Loan Registrants
We are adopting rules to update our statistical disclosure requirements for banking registrants. These registrants currently provide many disclosures in response to the items set forth in Industry Guide 3 (“Guide 3”), Statistical Disclosure by Bank Holding Companies, which are not Commission rules. The amendments update and expand the disclosures that registrants are required to provide, codify certain Guide 3 disclosure items and eliminate other Guide 3 disclosure items that overlap with Commission rules, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), or International Financial Reporting Standards (“IFRS”). In addition, we are relocating the codified disclosure requirements to a new subpart of Regulation S-K and rescinding Guide 3.
FINRA Regulatory Notice 20-31 FINRA Reminds Firms of Their Supervisory Responsibilities Relating to CAT
FINRA is issuing this Regulatory Notice as part of its continuing efforts to provide members with guidance on requirements relating to the Consolidated Audit Trail (CAT), and FINRA Rule 6800 Series (the “CAT Rules”). In particular, FINRA is reminding members of their supervisory responsibilities under the CAT Rules and FINRA’s Supervision Rule (Rule 3110). Members may wish to consider whether the practices and recommended steps described below are applicable to their own circumstances and would enhance their supervisory systems and compliance programs.
The SEC is adopting amendments to the definition of “accredited investor” in our rules to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. The amendments are intended to update and improve the definition to identify more effectively investors that have sufficient knowledge and expertise to participate in investment opportunities that do not have the rigorous disclosure and procedural requirements, and related investor protections, provided by registration under the Securities Act of 1933. Specifically, the amendments add new categories of natural persons that may qualify as accredited investors based on certain professional certifications or designations or other credentials or their status as a private fund’s “knowledgeable employee,” expand the list of entities that may qualify as accredited investors, add entities owning $5 million in investments, add family offices with at least $5 million in assets under management and their family clients, and add the term “spousal equivalent” to the definition. We are also adopting amendments to the “qualified institutional buyer” definition in Rule 144A under the Securities Act to expand the list of entities that are eligible to qualify as qualified institutional buyers.
FINRA Regulatory Notice 20-30 Fraudsters Using Registered Representatives Names to Establish Imposter Websites
Several firms have recently informed FINRA that malicious actors are using registered representatives’ names and other information to establish websites (“imposter websites”) that appear to be the representatives’ personal sites and are also calling and directing potential customers to use these imposter websites. Imposters may be using these sites to collect personal information from the potential customers with the likely end goal of committing financial fraud. This Notice describes certain common characteristics of these sites and actions firms and registered representatives can take to monitor for and address these sites.
SR-NASDAQ-2020-050 Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Options 6, Section 5 (Transfer of Positions)
Options 6, Section 5 permits market participants to move positions from one account to another without first exposure of the transaction on the Exchange, provided certain exceptions are met. Specifically, Options 6, Section 5(a)(2)6 provides that transfers of positions are permissible if from one account to another account where no change in ownership is involved (i.e., accounts of the same Person), provided the accounts are not in separate aggregation units or otherwise subject to information barrier or account segregation requirements. The rule change excepts position transfers effected pursuant to Options 6, Section(a)(2) from the prior written notice requirement in paragraph (d) and from repeated, recurring use restriction in paragraph (g).
FINRA Regulatory Notice 20-29 FINRA Requests Comment on the Practice of Pennying in the Corporate Bond Market
FINRA requests comment on the practice of internalizing customer trades in the corporate bond market after obtaining auction responses, commonly known as “pennying.” In particular, pennying involves a dealer, after receiving a customer order, initiating a bid or offer wanted auction process on behalf of a customer, reviewing the auction responses, and then executing the customer order itself at a price that either matches or slightly improves the best priced auction response. As discussed below, FINRA performed a review of corporate bond auctions conducted by retail firms on electronic trading platforms. FINRA found in the review that firms internalized executions at varying rates after initiating auctions, and that these internalized executions offered varying amounts of price improvement. Consistent with a recommendation from the Securities and Exchange Commission’s (SEC) Fixed Income Market Structure Advisory Committee (FIMSAC) and a similar request for comment published by the Municipal Securities Rulemaking Board (MSRB), FINRA is soliciting comment on when such executions reflect a practice of pennying, how pennying impacts market quality and whether further regulatory action would be appropriate.
FINRA has released an updated Security Futures Risk Disclosure Statement (2020 Statement) to replace the one that was last updated in 2018, and a supplement (2020 Supplement) that reflects the disclosure updates described herein. The 2020 Statement incorporates all cumulative changes made to date, which include, among others, conforming changes for updates to the market-wide circuit breaker benchmark and thresholds, the higher position limits for security futures contracts and changes to the large trader reporting timeframe. The implementation date of the 2020 Statement and 2020 Supplement is September 14, 2020.
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