When FINRA Can’t Discipline the Firm, Individuals Pay the Price

By | Broker- Dealer Law Corner | March 30, 2017
There has been a lot of discussion over the past few years, including in this blog, about the growing – and troubling – trend for Chief Compliance Officers to be named as respondents in disciplinary actions.  While regulators regularly deny that they truly have it out for CCOs, as is often the case, their actions speak louder than their words.  View Full Post
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SEC Continues Aggressive Oversight of Separation and Confidentiality Agreements

Last August, we reported on two significant cease-and-desist orders issued by the SEC that, for the first time, found certain language in the confidentiality and release provisions of separation agreements to violate the SEC’s Rule 21F-17(a), which precludes anyone from impeding any individual (i.e., a whistleblower) from communicating directly with the agency. View Full Post
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If the CFPB’s Protection Power Weakens, Who Will Fill the Void?

As rumors circulate about the potential diminishing role of the Consumer Financial Protection Bureau (CFPB) within the new administration, one might wonder if the consumer financial lending space will become a lawless void. However, like a vigilante for justice, the state financial regulators are ready to step up and protect consumers in the financial space on a nationwide basis. View Full Post
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FDIC Chairman: A “Culture of Compliance” Begins at the Top

In his remarks during last week’s launch of Case Western Reserve School of Law’s Financial Integrity Institute, FDIC Chairman Martin J. Gruenberg spoke on the historical context of today’s BSA/AML regulatory framework and the FDIC’s role in promoting and maintaining financial integrity.   View Full Post
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CFPB Proposes Alignment of Regulation B and Regulation C Requirements Regarding Collection of Consumer Ethnicity and Race Information

By | CFPB Monitor | March 30, 2017
Pavitra Bacon On March 24, the CFPB announced a proposal to amend Regulation B requirements related to the collection of consumer ethnicity and race information, in order to resolve the differences between Regulation B and revised Regulation C.  These proposed rule amendments are effective on January 1, 2018, the same effective date as the 2015 Home Mortgage Disclosure Act (HMDA) Final Rule. View Full Post
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What is a Written Demand for Damages or Relief?

A professional indemnity policy required the insured to give notice to the insurer of any ‘written demand for monetary damages or non-pecuniary relief’. A letter from solicitors reserving rights to pursue a claim and expressing the view that there was a strong claim against the insured was held not to be a written demand and therefore there was no late notification. View Full Post
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D&O Insurance: When is a Claim a “Securities Claim”?

By | The D&O Diary | March 29, 2017
delawarePublic company D&O insurance policies typically provide coverage for the corporate entity only for “Securities Claims.” A recent case in the Delaware Superior Court involved the question of whether a bankruptcy trustee’s claim related to Verizon’s multi-billion dollar spinoff of its electronic directories business was a “Securities Claim.” In an interesting and detailed opinion dated March 2, 2017 and released March 15, 2017 (here), Judge William C. View Full Post
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Use of Proxies Within the Context of a Limited Liability Partnership

By | Timely Disclosure | March 29, 2017
berlin-2018056_1280A recent case in Manitoba has explored certain issues relating to the use of proxies within the context of a limited liability partnership.  The case, 177061 Canada Ltd. et al. v. 5771723 Manitoba Ltd. et al., 2016 MBQB 40, discusses two points of interests relating to proxies in a limited liability partnership setting (and, by logical extension, a partnership setting): (1) whether, under Manitoba law, a unit holder in a limited liability partnership can give to another person an irrevocable proxy to vote, which extends beyond a single meeting or adjourned meeting, and (2) if so, whether such irrevocable proxy can be revoked. View Full Post
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Shore Patrol

By | The Securities Edge | March 29, 2017
Posted By: Robert B. Lamm SDASM Archives SDASM Archives Even as we speculate about the likelihood and potential impact of massive deregulation here in the US, the EU is going in the opposite direction.  Earlier this month, the European Parliament passed a Shareholder Rights Directive that contains some “interesting” provisions, including the following: Say-on-Pay: Issuers would be required to hold prospective and retrospective say-on-pay votes (i.e., shareholders would have to approve pay plans in advance as well as how those plans worked out. View Full Post
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