Series 79

Exam Alert: SEC replaces credit rating with other criteria on Form S-3

Form S-3 is used for “short form” registration of securities and shelf registration. The SEC has adopted rules that change the standards Continue reading

Form S-3 is used for “short form” registration of securities and shelf registration. The SEC has adopted rules that change the standards of eligibility for filing Form S-3. These rules will be effective 30 days after publication in the Federal Register. The alert applies to the Series 79, Series 62 and Series 24 exams.

One old criterion for Form S-3 registration was if the securities were rated investment grade by a nationally recognized statistical ratings organization. This criterion will be replaced with four new tests. The issuer may use Form S-3 if they satisfy any one of these four conditions and meet certain additional standards. The conditions may be found here.

Source: SEC Release 2011-155

Exam Alert: Large traders must identify themselves to the SEC

The SEC has adopted rules that require “large traders” to register with the Commission and receive unique identification numbers. The traders must then Continue reading

The SEC has adopted rules that require “large traders” to register with the Commission and receive unique identification numbers. The traders must then provide their broker-dealers with their ID numbers when they make trades, and the broker-dealers must record the ID numbers as part of their recordkeeping and transaction reporting requirements. A “large trader” is a “person whose transactions in exchange-listed securities equal or exceed two million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month.” Relevant to the Series 79, 62, 55, 7, 26, and Series 24 exams.

Source: SEC Release 2011-154

Further Reading: Analysis by the Securities Technology Monitor

Exam Alert: FINRA pushes back implementation date for higher customer care standards

FINRA has changed the date on which its new know-your-customer and suitability rules will take effect. The new effective date is Continue reading

FINRA has changed the date on which its new know-your-customer and suitability rules (previously mentioned in this exam alert) will take effect. The new effective date is July 9, 2012. FINRA has also answered questions from firms about the new rules; the questions and answers may be found here.

http://www.finra.org/Industry/Regulation/Notices/2011/P123702

Exam Alert: SEC approves consolidated FINRA rules on books and records

The SEC has approved a new set of FINRA Rules governing books and records. These rules will be effective December 5, 2011. The rules state that records Continue reading

The SEC has approved a new set of FINRA Rules governing books and records. These rules will be effective December 5, 2011. The rules state that records for which no retention period is given under FINRA or Securities Exchange Act rules must be kept for six years. Firms must now record the name of the agent(s), if any, responsible for an account. Relevant to the Series 6, 7, 62, 24 and 26. Additional changes can be found here: http://www.finra.org/Industry/Regulation/Notices/2011/P123549.

Exam Alert: FINRA further revises its Sanction Guidelines

Effective March 22, 2011, FINRA has revised its Sanction Guidelines to reflect recent developments in FINRA disciplinary cases. The specific revisions: Continue reading

Effective March 22, 2011, FINRA has revised its Sanction Guidelines to reflect recent developments in FINRA disciplinary cases. The specific revisions:

-clarify the standards required for an order of restitution (repayment)

-recognize that adjudicators may order that ill-gotten gains be paid to the injured party (as opposed to being taken by FINRA as a fine)

-acknowledge that whether a factor is aggravating or mitigating depends on the circumstances of the case

-direct adjudicators to consider sanctions already imposed by other regulators for the same misconduct to see if those sanctions were “sufficiently remedial”

http://www.finra.org/Industry/Regulation/Notices/2011/P123374

Exam Alert: SEC proposes rule to eliminate credit rating as a condition for short-form securities registration

On February 9, 2011, the SEC voted unanimously to propose an amendment to its rules that would remove credit ratings as a condition Continue reading

On February 9, 2011, the SEC voted unanimously to propose an amendment to its rules that would remove credit ratings as a condition for registration of securities using short-form registration or shelf registration. Instead of a credit rating qualification, the issuer must have issued $1 billion of non-convertible securities in the past three years. This proposed change is part of the Dodd-Frank Act reforms, which among other things require that federal agencies remove references to credit ratings from their rules. Relevant to the Series 79, the Series 24 and the Series 62.

http://www.sec.gov/news/press/2011/2011-41.htm

Exam Alert: FINRA revises its Sanction Guidelines

Effective February 9, 2011, FINRA has modified its Sanction Guidelines. These changes incorporate legal precedent from federal courts and the SEC. Continue reading

Effective February 9, 2011, FINRA has modified its Sanction Guidelines. These changes incorporate legal precedent from federal courts and the SEC. The degree of penalties for certain offenses have changed, such as recommending higher fines and firm suspension for “egregious” sales of unregistered securities, particularly in connection with market manipulation. The guidelines for FINRA Rule 8210 now have three categories of violations. Additional details may be found here: http://www.finra.org/Industry/Regulation/Notices/2011/P122910.

Exam Alert: SEC to nationalize exam program

According to the Wall Street Journal, the SEC is putting the finishing touches on a new uniform manual for its examiners. The WSJ states that the SEC expects Continue reading

According to the Wall Street Journal, the SEC is putting the finishing touches on a new uniform manual for its examiners. The WSJ states that the SEC expects that the new manual will nationalize the agency’s examination program, allowing for uniform processes and procedures across all regional offices. The SEC intends to distribute the manual to examiners in 30 to 60 days and to the public in 30 to 90 days (as of 2/8/11), according to the WSJ.

http://online.wsj.com/article/SB10001424052748704364004576132231587877342.html

Exam Alert: NYSE Euronext and Deutsche Boerse announce merger

On February 15, 2011, Deutsche Boerse AG and NYSE Euronext announced a merger between the two companies. The combined company will serve as “the world’s Continue reading

On February 15, 2011, Deutsche Boerse AG and NYSE Euronext announced a merger between the two companies. The combined company will serve as “the world’s largest trading powerhouse,” according to the Securities Technology Monitor. The name of the combined company has not been announced. The deal has been structured such that Deutsche Boerse shareholders will own 60% of the company, while NYSE Euronext shareholders will own 40%.

http://www.nyse.com/press/1297768048707.html

Exam Alert: New SEC rules on shareholder approval of executive compensation

Effective January 25, 2011, the SEC has adopted new rules concerning shareholder approval of executive compensation. The new rules require Continue reading

Effective January 25, 2011, the SEC has adopted new rules concerning shareholder approval of executive compensation. The new rules require “say-on-pay” votes to take place at least once every three years. The frequency with which these say-on-pay votes occur must be voted on at least once every six years, and the results of the frequency vote are reported on Form 8-K. Relevant to Series 6, Series 7, Series 62, Series 66, Series 24 and Series 79 exams.

http://www.sec.gov/news/press/2011/2011-25.htm