Tag:Conduct of business

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United States: SEC Proposes Amendments to Broaden the Scope of Regulation S-P in Response to Digital Communications and Risks to Customer Personal Information
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Europe:  FCA Sets Ambitious Goal to Improve Asset Management Regulation in the UK
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United States: SEC Adopts Rules to Reduce Risk in Clearance and Settlement
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Europe: FCA Sets 2023 Regulatory Priorities for UK Asset Managers
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Europe: UK Regulator Issues New Recommendations to Firms on Consumer Duty Implementation
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United Arab Emirates: SCA Overhauls Regulations Governing Foreign Fund Offerings
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United States: A Holiday Gift for M&A Brokers: Congress Passes New Exemption from Securities Broker Registration
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Europe: Systemically important outsourced service providers, eg cloud services, to be identified and regulated in the UK    
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Europe: Pressure Grows on UK Regulated Firms to Manage Cryptoasset-Related Risk

United States: SEC Proposes Amendments to Broaden the Scope of Regulation S-P in Response to Digital Communications and Risks to Customer Personal Information

By: Trayne S. Wheeler, Brian Doyle-Wenger, and Gustavo De La Cruz Reynozo,

On March 15, 2023, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Regulation S-P. The proposed amendments would require covered institutions to enhance protections of consumer information by requiring the adoption of written policies and procedures for an incident response program. The amendments would expand the scope of Regulation S-P by requiring covered institutions to provide timely notifications to individuals affected by data breaches and by extending the definition of the information covered by the regulation.

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Europe:  FCA Sets Ambitious Goal to Improve Asset Management Regulation in the UK

By Robert Lloyd, Maya Ffrench-Adam and Philip Morgan

On 20 February 2023, the FCA published a discussion paper (DP23/2) on improving the UK asset management regime.  Key themes include:

Alignment with Relevant International Standards 

The FCA does not want to create unnecessary complexity for firms operating in multiple jurisdictions. It aims to develop the regime to interact effectively with international requirements, while promoting the international competitiveness of the UK economy.

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United States: SEC Adopts Rules to Reduce Risk in Clearance and Settlement

By: Eden L. Rohrer, Raymond F. Jensen

On February 15, 2023, the SEC adopted rule amendments and new rules to reduce risk in clearance and settlement of securities transactions. The amendments to Rules 15c6-1(a) and 15c6-1(c) will shorten the standard settlement cycle for most securities transactions from two business days after the trade date (T+2) to one (T+1) and shorten the standard settlement cycle for firm commitment offerings priced after 4:30 p.m. from four business days after trade date (T+4) to T+2.

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Europe: FCA Sets 2023 Regulatory Priorities for UK Asset Managers

By Philip Morgan

One of the UK FCA’s favoured ways of regulating is through “Dear CEO” letters, which seek to place a direct onus on CEOs to address FCA priorities.  On 3 February 2023, CEOs of UK asset management firms were the recipients of one such letter.  Much of the content is not surprising (e.g. the emphasis on consumer outcomes) but we highlight here some particularly notable points: 

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Europe: UK Regulator Issues New Recommendations to Firms on Consumer Duty Implementation

By Andrew Massey and Robert Lloyd

With effect from 31 July 2023*, a new Consumer Duty will require firms conducting regulated activities in the UK to act to deliver good outcomes for retail customers. The FCA has conducted a review of the implementation plans of a number of larger firms, and published its findings on 25 January 2023.

Although pertaining to larger firms, the findings – particularly the examples of good practice and areas for improvement – are intended to be “useful” for all firms preparing for the Duty. The underlying concern identified by the FCA is the risk that firms may not be ready in time, or may struggle to embed the Duty effectively throughout their business.

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United Arab Emirates: SCA Overhauls Regulations Governing Foreign Fund Offerings

By: C. Todd Gibson, Amjad Hussain, and Zaid Abu-Shattal

The Securities and Commodities Authority (“SCA”), the federal financial regulatory agency in the United Arab Emirates (“UAE”) issued on 16 January 2023 a suite of new decisions and regulations, which introduced sweeping changes to the public distribution of foreign funds in the UAE.

Pursuant to SCA Chairman of the Board of Directors Decision No. 4/RM of 2023 Concerning the Procedures of Adjustment of Situation to Promote Units of Foreign Funds in the UAE (“Foreign Funds Regulations”), which came into effect on 17 January 2023, promotion of foreign funds in the UAE is now limited to private distribution to professional investors and/or market counterparties, as defined in the SCA Rulebook. As of today, the updated regulations are only available in Arabic.

Amongst other obligations set out in the Foreign Funds Regulations, promoters of foreign funds in the UAE must amend their arrangements with managers of foreign funds to comply with the provisions of the Foreign Funds Regulations.

The Foreign Funds Regulations state that promoters may continue performing their obligations pursuant to contracts that are still in force for a period not exceeding six months from 1 January 2023 or until the expiration of such contracts (whichever comes first), provided that the registration of the concerned foreign funds are renewed within the transitional period and payment of the prescribed fees are made to the SCA.

The SCA seems to want to encourage global asset managers to set up an onshore presence and establish onshore domestic public or private funds to target investors in the UAE in accordance with the new requirements and processes that were also issued on 16 January 2023 under the SCA Chairman of the Board of Directors Decision No. 1/RM of 2023 on the Regulation of Investment Funds. The SCA also issued decisions with respect to regulations governing the registration of securities for listing purposes, amending certain provisions of the SCA Rulebook, clearing activities in local commodity markets, and SCA services fees.

United States: A Holiday Gift for M&A Brokers: Congress Passes New Exemption from Securities Broker Registration

By: Eden L. Rohrer and Jessica D. Cohn

On December 23, 2022, the House of Representatives passed H.R. 2617, the “Consolidated Appropriations Act of 2023,” following Senate passage on December 22.   President Biden is expected to sign the legislation before December 30.  Among the routine federal funding provisions, the bill includes a holiday surprise “policy rider” on qualifying mergers and acquisitions brokers (“M&A brokers”) in Division AA, Title V, Small Business Mergers, Acquisitions, Sales and Brokerage Simplification (“Title V”), effective 90 days after enactment. (H.R. 2617, 117th Cong. Div. AA, Title V, § 501 (2022)).

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Europe: Systemically important outsourced service providers, eg cloud services, to be identified and regulated in the UK    

By: Kai Zhang

In an 8 June 2022 policy statement,  the UK Government proposes a specific regime for supervising “critical” service providers to the financial services industry. This is to address concentration risk as many regulated firms rely on a few large service providers whose failure could potentially threaten the stability of, or confidence in, the UK’s financial system.   The Government observes that in 2020 over 65% of UK regulated firms used the same four cloud providers for cloud infrastructure services.

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Europe: Pressure Grows on UK Regulated Firms to Manage Cryptoasset-Related Risk

By: Kai Zhang

On 24 March 2022, the FCA issued a notice reminding firms with cryptoassets exposures of its expectations on certain risks.  The key themes are:

  • Avoiding consumer confusion: As cryptoassets are generally not regulated, the FCA expects firms involved in cryptoassets to ensure that consumers understand the distinction between their regulated business and unregulated business (i.e. relating to cryptoassets).
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