SEC Enforcement: Self-Reporting Share Class Selection Disclosure Initiative

2018 ◽  
Vol 19 (2) ◽  
pp. 16-18
Author(s):  
Elaine Greenberg
Keyword(s):  
Mutual Fund ◽  
Conflicts Of Interest ◽  
Self Report ◽  
Complex Nature ◽  
Collateral Consequences ◽  
Content Type ◽  
Applicable Law ◽  
Enforcement Action ◽  
Business Operations ◽  
Investment Advisers

Purpose This paper aims to explain the U.S. Securities and Exchange Commission’s (SEC’s) recent Share Class Selection Disclosure (SCSD) Initiative, which offers potentially favorable settlement terms to investment advisers who self-report to the SEC’s Enforcement Division violations of the federal securities laws relating to certain mutual fund share class selection issues and to discuss factors for consideration by investment advisers regarding their possible participation in this initiative. Design/methodology/approach This paper discusses the conditions and terms of the SEC’s SCSD Initiative, the SEC’s focus on conflicts of interest associated with mutual fund share class selection, the applicable law, the complex nature of these issues and the factors that investment advisers should consider in determining whether to participate in the initiative. Findings The assessment of the facts and the evaluation and analysis of the issues may be both time-consuming and complex. Firms need to carefully consider whether the potential benefits of self-reporting outweigh any possible downsides, including the potential collateral consequences that an SEC enforcement action may have on their business operations. Originality/value This paper contains valuable information about a recent SEC Enforcement Initiative and provides practical guidance from experienced securities counsel.

SEC publishes guidance on mutual fund distribution and sub-accounting fees

2016 ◽  
Vol 17 (2) ◽  
pp. 39-42 ◽  
Author(s):  
Marco Adelfio ◽  
Paul J. Delligatti ◽  
Jason F. Monfort
Keyword(s):  
Mutual Funds ◽  
Mutual Fund ◽  
Financial Services ◽  
Design Methodology ◽  
Investment Management ◽  
Content Type ◽  
Enforcement Action ◽  
Policies And Procedures ◽  
Practical Guidance ◽  
Investment Advisers

Purpose To explain the guidance published on January 6, 2016 by the SEC’s Division of Investment Management containing its views and recommendations relating to mutual fund distribution and sub-accounting fees. Design/methodology/approach Explains the SEC’s Office of Compliance Inspections and Examinations focus on “distribution in guise” payments, its 2013 “sweep exam,” an enforcement action against a fund’s adviser and affiliated distributor related to payments for distribution-related activities outside of a 12b-1 plan, lists SEC staff recommendations with respect to mutual fund distribution and sub-accounting fees, summarizes the SEC’s guidance on board oversight of sub-accounting fees, provides indicia that a payment may be for distribution-related activities, and points to the need for mutual funds to have policies and procedures designed to prevent violations of Section 12(b) and Rule 12b-1. Findings The guidance is an outgrowth of the staff’s observations from a three-year “distribution in guise” sweep exam of mutual fund complexes, investment advisers, broker-dealers and transfer agents conducted by the SEC’s Office of Compliance Inspections and Examinations and other offices and divisions of the SEC to identify whether firms were using fund assets to directly or indirectly finance any activities primarily intended to result in the sale of fund shares outside of an approved Rule 12b-1 distribution plan. Originality/value Practical guidance from experienced financial services lawyers.

SEC credits self-reporting and cooperation in not imposing penalty on ICO sponsor

2019 ◽  
Vol 20 (2) ◽  
pp. 13-15
Author(s):  
Daniel Hawke
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Self Report ◽  
Content Type ◽  
Enforcement Action ◽  
Expert Analysis ◽  
Securities Laws ◽  
Insight Into ◽  
Civil Penalty ◽  
Do So

Purpose To explain a February 20, 2019 US Securities and Exchange Commission (SEC) settled enforcement action against Gladius Network LLC for failing to register an initial coin offering (ICO) under the federal securities laws, in which Gladius was able to avoid a civil penalty by self-reporting the violation and cooperating with the SEC enforcement staff. Design/methodology/approach Explains Gladius’ self-reporting, cooperation and remedial steps; why the SEC imposed no civil penalty on Gladius; and two similar cases the SEC instituted in July 2018 against companies that conducted unregistered ICOs, did not self-report, and were penalized. Provides analysis and conclusions. Findings The Gladius case offers important insight into how the SEC and its staff think about cooperation credit in resolving SEC enforcement actions and sends a clear message that self-reporting to the SEC can result in meaningful cooperation credit. In three recent cases, the Commission has made clear that once it put the industry on notice that ICOs could be securities that must be registered under the federal securities laws, a party risks enforcement action by failing to do so. Originality/value Expert analysis and guidance from an experienced securities lawyer who counsels clients on all manner of SEC enforcement, examination and regulatory policy matters.

FINRA fines broker-dealer for failing to apply Class A sales charge waivers for certain eligible customers on its mutual fund platform

2014 ◽  
Vol 15 (4) ◽  
pp. 53-56
Author(s):  
Richard F. Kerr
Keyword(s):  
Mutual Funds ◽  
Financial Institutions ◽  
Mutual Fund ◽  
Design Methodology ◽  
Content Type ◽  
Supervisory System ◽  
Enforcement Action ◽  
Class A

Purpose – To review FINRA enforcement action taken against a broker-dealer over failure to waive mutual fund sales charges for certain eligible customers and failure to establish, maintain, and enforce a supervisory system and written procedures reasonably designed to ensure eligible accounts received sales charge waivers as set forth in the mutual funds’ prospectuses. Design/methodology/approach – Reviews and summarizes FINRA’s finding’s regarding the broker-dealer’s failure to apply applicable mutual fund sales charge waivers, deficiencies in the broker-dealer’s supervisory system and written procedures resulting in the failure, resulting violations of FINRA rules, the broker-dealer’s remedial efforts, and the sanctions imposed. Findings – This settlement provides an important reminder for FINRA member broker-dealers of the need to ensure that eligible investors receive applicable sales charger waivers or are placed in the appropriate share class, and to establish, maintain, and enforce a supervisory system and written procedures reasonably designed to ensure eligible accounts received sales charge waivers as set forth in the mutual funds’ prospectuses. Originality/value – Practical explanation from experienced financial institutions lawyers.

SEC announces results of share class selection disclosure initiative

2019 ◽  
Vol 20 (4) ◽  
pp. 15-20
Author(s):  
Brenden Carroll ◽  
Mark Perlow ◽  
Christine Ayako Schleppegrell ◽  
Sam Scarritt-Selman
Keyword(s):  
Asset Management ◽  
Mutual Fund ◽  
Design Methodology ◽  
Self Report ◽  
Content Type ◽  
Expert Analysis

Purpose To explain the SEC’s Share Class Selection Disclosure Initiative (SCSD Initiative), the purpose it seeks to serve, the results it has generated, and its broader implications for the asset management industry. Design/methodology/approach Explains the newly announced results of the SEC’s Share Class Selection Disclosure Initiative. Provides background on the principles underlying the initiative, the mechanics by which the initiative’s self-reporting program operated, and industry reaction to the initiative. Analyzes the results the initiative generated, in terms of both aggregate disgorgement and the terms of settlement offered to self-reporting advisers. Draws conclusions and provides key takeaways. Findings Although the terms of the actual settlements were consistent with the framework of standardized settlement terms set forth in the SCSD Initiative, whether the standardized terms of settlement offered under the SCSD Initiative ultimately will be viewed as favorable will depend in large part upon how the SEC continues to treat advisers that did not self-report. Originality/value Expert analysis from experienced lawyers in the mutual fund and investment advisory industries.

SEC asset management unit’s enforcement priorities for 2015 – conflicts of interest

2015 ◽  
Vol 16 (2) ◽  
pp. 22-25
Author(s):  
Perrie Michael Weiner ◽  
Patrick Hunnius ◽  
Sean R. Crain
Keyword(s):  
Asset Management ◽  
Hedge Funds ◽  
Financial Services ◽  
Private Equity ◽  
Conflicts Of Interest ◽  
Content Type ◽  
Enforcement Action ◽  
Investment Companies ◽  
Equity Funds ◽  
Private Equity Funds

Purpose – To address “Conflicts, Conflicts Everywhere,” a speech at the recent IA Watch 17th Annual Compliance Conference by Julie M. Riewe, co-chief of the Securities and Exchange Commission’s Enforcement Division’s Asset Management Unit (AMU). Design/methodology/approach – Provide information on the AMU’s creation, the AMU’s 2015 priorities for each of the primary investment vehicles it polices –registered investment companies; private funds (both hedge funds and private equity funds); and other client accounts, such as separately managed accounts/retail accounts – and the AMU’s central concern across all of the investment vehicles it polices: conflicts of interest. Findings – Conflicts of interest will be receiving much attention from the Commission in the coming months. In order to help avoid an SEC inquiry or, worse yet, an enforcement action, corporations and individuals should seek counsel. Originality/value – Practical explanation and guidance from experienced securities and financial services lawyers.

SEC requires hedge funds to prevent insider trading despite unsettled legal definition

2017 ◽  
Vol 18 (1) ◽  
pp. 63-64
Author(s):  
Nicolas Morgan ◽  
Art Zwickel ◽  
Thomas A. Zaccaro ◽  
Jenifer Q. Doan
Keyword(s):  
Supreme Court ◽  
Insider Trading ◽  
Legal Concept ◽  
Content Type ◽  
Legal Definition ◽  
Enforcement Action ◽  
The Us ◽  
Us Supreme Court ◽  
Investment Advisers ◽  
Definition Of

Purpose To explain the import of a recent enforcement action by the US Securities and Exchange Commission (SEC) against an investment adviser for failing to prevent insider trading against the context of an unsettled legal definition of “insider trading” as evidenced by the issue presented in a recent case before the US Supreme Court. Design/methodology/approach Reviews the principal issues raised by the SEC in its enforcement action, legal requirements imposed on investment advisers, and the insider trading issues presented by the US Supreme Court case. Findings Because the legal concept of insider trading has developed through case law and is not defined by statute, it remains uncertain, and therefore the practice of insider trading will be difficult to prevent without restricting activities that could ultimately be determined to be legal. Practical implications In light of the SEC’s high threshold for investment advisers to prevent insider trading and the uncertain legal definition of that concept, investment advisers should review their insider trading policies and err on the side of caution. Originality/value Practical guidance from an experienced former SEC counsel and SEC practitioners offers new insights into the steps investment advisers should take in response to SEC enforcement activities and nebulous legal definitions.

2018 SEC enforcement actions reinforce the importance of effective supervision, policies, and procedures for broker-dealers and investment advisers

2019 ◽  
Vol 20 (2) ◽  
pp. 20-23
Author(s):  
Alec Koch ◽  
Russell G. Ryan ◽  
Laura K. Bennett
Keyword(s):  
Design Methodology ◽  
Content Type ◽  
Enforcement Action ◽  
Policies And Procedures ◽  
Practical Guidance ◽  
Investment Advisers ◽  
Securities Laws ◽  
Effective Supervision

Purpose To provide analysis on several SEC enforcement actions of interest to broker-dealers and investment advisers. Design/methodology/approach The article is organized chronologically based on the dates of the SEC enforcement actions discussed. Findings The SEC enforcement actions discussed in the article demonstrate that broker-dealers and investment advisers must maintain and enforce compliance and supervision policies and procedures reasonably designed to detect and prevent violations of the securities laws. When firm personnel commit violations (either intentionally or inadvertently), the SEC will evaluate whether firms could have been more effective in detecting and preventing those violations.Some of these cases also serve to remind firms that the SEC will often take enforcement action even when there is no evidence of customer harm. Originality/value Practical guidance from experienced securities lawyers that consolidates and analyzes several recent SEC enforcement actions.

Pre-announcement merger trading by investment bank-affiliated mutual funds

2020 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Tim Mooney
Keyword(s):  
Mutual Funds ◽  
Mutual Fund ◽  
Conflicts Of Interest ◽  
Sample Selection ◽  
Abnormal Returns ◽  
Investment Bank ◽  
Content Type ◽  
Financial Conglomerates ◽  
Time Period ◽  
Merger Announcements

PurposeThis study examines whether mutual funds buy or sell the stock of merger targets advised by their investment bank affiliates in advance of merger announcements and withdrawals. Existing literature finds mixed evidence on whether financial conglomerates act on conflicts of interest across divisions.Design/methodology/approachAffiliations between investment banks and mutual funds are identified, and the incidence and characteristics of mergers where funds trade the stock of targets advised by affiliates are examined.FindingsMutual funds buy or increase holdings of merger targets advised by their investment bank affiliate in advance of merger announcements, capturing highly positive abnormal returns. Mergers with this pre-announcement trading by affiliates are more likely to be completed successfully. Furthermore, mutual funds are more likely to liquidate holdings of a target in advance of a merger withdrawal if the fund is affiliated with the target's investment bank advisor, thus avoiding negative abnormal returns surrounding merger withdrawals. Results are robust after controlling for potential sample selection bias.Originality/valueThese findings contribute to the literature on affiliations between investment banking and mutual fund management, M&A outcomes, and to the discussion of potential conflicts of interest within banks. Also, this study is the first to examine trading activities by mutual funds affiliated with merger investment bank advisors during value-sensitive periods beyond the pre-announcement phase, such as the time period leading up to merger withdrawals.

The SEC brings its first enforcement action under the identity theft red flags rule

2019 ◽  
Vol 20 (1) ◽  
pp. 31-35
Author(s):  
Vincente L. Martinez ◽  
Julia B. Jacobson ◽  
Nancy C. Iheanacho
Keyword(s):  
Design Methodology ◽  
Identity Theft ◽  
Securities And Exchange Commission ◽  
Red Flags ◽  
Content Type ◽  
Enforcement Action ◽  
Policies And Procedures ◽  
The Us ◽  
Practical Guidance ◽  
Investment Advisers

Purpose To explain the significance of the first enforcement action under the Identity Theft Red Flags Rule by the US Securities and Exchange Commission (SEC), which was announced on September 26, 2018. Design/methodology/approach Explains how the SEC’s order not only cites violations of the Safeguards Rule under Regulation S-P (a staple of SEC cybersecurity enforcement actions against broker-dealers and investment advisers) but also is the SEC’s first enforcement action for a violation of the Identity Theft Red Flags Rule under Regulation S-ID, which requires certain SEC registrants to create and implement policies to detect, prevent and mitigate identity theft. Findings Cybersecurity policies and procedures must match business risks and change as business risks change. Originality/value Practical guidance from experienced cybersecurity and privacy lawyers.

SEC fines alternative mutual fund adviser for improper handling of fund assets

2015 ◽  
Vol 16 (2) ◽  
pp. 35-37
Author(s):  
Michael McGrath ◽  
Pablo J. Man
Keyword(s):  
Mutual Funds ◽  
Mutual Fund ◽  
Financial Services ◽  
Securities And Exchange Commission ◽  
Investment Strategies ◽  
Investment Company ◽  
Content Type ◽  
Enforcement Action ◽  
Policies And Procedures ◽  
Repurchase Agreements

Purpose – To explain that the Securities and Exchange Commission (“SEC”) brought and settled charges against an investment adviser to several alternative mutual funds alleging, among other charges, failure to comply with the custody requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Design/methodology/approach – To explain that the Securities and Exchange Commission (“SEC”) brought and settled charges against an investment adviser to several alternative mutual funds alleging, among other charges, failure to comply with the custody requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Findings – The enforcement action serves as an important reminder for the growing number of advisers of alternative mutual funds to be mindful of specific restrictions and obligations when managing registered funds that do not apply to private funds and separate accounts. This action shows that the SEC will bring charges even when the alleged violations do not result in harm to investors. Practical implications – The 1940 Act, the rules thereunder, and SEC staff guidance relating to alternative investment strategies are complicated and not intuitive. These standards can constrain a registered fund’s ability to employ options, futures, swaps, prime brokerage, repurchase and reverse repurchase agreements, enhanced leverage through securities lending, and other facilities. As the SEC continues to examine alternative mutual funds, advisers to these funds should remain cognizant of the obligations arising under the 1940 Act and the implementation of fund policies and procedures. Originality/value – Practical guidance from experienced financial services lawyers.

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