The SEC charged UBS Securities, LLC ("UBS") with disclosure failures and other securities law violations pertaining to the operation and marketing of its dark pool. According to the SEC, the firm failed to properly disclose to all of its dark pool subscribers the existence of an order type used by clients that were market makers and high-frequency trading firms ("HFTs"). The order type at issue allowed clients to submit orders that improved upon the national best bid or offer by a percentage of the current spread. In certain circumstances, the SEC found that this resulted in orders being

The Broker-Dealer Section of the North American Securities Administrators Association ("NASAA") requested comment for a proposed uniform state model rule that would provide an exemption of certain "merger and acquisition brokers" from registration as "brokers," "dealers," "agents," and/or "broker-dealers" pursuant to state securities laws. The exemption would be largely modeled after an SEC no-action letter dated February 4, 2014. Comments on the proposal are due by February 16, 2015. Lofchie Comment: As to the substance of the proposed exemption, the SEC no-action letter on which it is

Thirty-four law professors issued a joint statement urging SEC Commissioner Gallagher and Professor Joseph Grundfest to withdraw their allegations in a recent paper that the Harvard Shareholder Rights Project ("SRP") violated Exchange Act Rule 14a-8 ("Shareholder Proposals") by submitting materially false and misleading shareholder proposals for inclusion in annual proxy solicitations. See: Professors' Statement. Related news: SEC Commissioners Question Legality of Harvard Declassification Shareholder Proposals (December 19, 2014).

FINRA released the third and final podcast in a series on topics to consider when planning Firm Element training, as identified in the CE Council's Fall 2014 Firm Element Advisory. The podcast focused on topics including: new changes to Clearly Erroneous Execution Rules for SROs to address multi-day clearly erroneous events and transactions occurring during trading holds; additional certifications under FINRA information compliance rules, which now require firms to certify that they are not accepting payment from an issuer for publishing a quotation or acting as a market maker as outlined in

The Futures Industry Association ("FIA") and FIA Europe issued the first in a series of special reports regarding the European Securities Markets Authority's ("ESMA") technical advice and consultation documents on MiFID II regulations. On December 19, 2014, ESMA published several documents that define a large number of rules affecting European securities and derivatives markets. The documents consisted of final Technical Advice to the European Commission, and a Consultation Paper that seeks public comment on technical standards for the implementation of these rules. According to FIA, the