Regulation Systems, Compliance and Integrity ("Regulation SCI") requires certain market centers (SROs, ATSs, plan processors and certain clearing agencies), referred to in the rule as "SCI entities" to establish procedures intended to prevent any disruption, compliance issuer, or intrusion as a result of a failure or deficiency in their systems. The Regulation is somewhat analogous to SEA Rule 15c3-3 (the "Market Access Rule"), which requires a broker-dealer to establish technology safeguards to monitor customers that trade through the broker-dealer's execution pipes.
Our materials assist legal, compliance, and risk management professionals in navigating the constant, and constantly evolving, risks relating to cybersecurity and data privacy, including understanding the U.S. and international regulatory framework and enforcement trends and developing and implementing compliance programs and incident response plans.
This page provides information on the public and private offering of Asset-Backed Securities, including relevant provisions of the Securities Act of 1933 (the "SA"), the Securities Exchange Act of 1934 (the "SEA") and the Investment Company Act (the "ICA"). For more general information on offerings, see the Securities Offerings topic page. At the bottom of this page is a list of other potentially relevant topic pages.
This page provides a comprehensive set of materials relevant to the U.S. regulation of securities broker-dealers, including banks acting as broker-dealers. At the bottom of this page is a list of other potentially relevant topic pages including as to specific topics such as the Rule 15a-6 requirements applicable to Non-U.S. Broker-Dealers and general topics such as the Commodity Exchange Act.
This page provides materials as to the regulation of custody by futures commission merchants ("FCMs"), swap dealers, retail foreign exchange dealers and leverage transaction merchants. There is also a separate topic page on custody by broker-dealers and security-based swap dealers.
This page provides resources to help firms understand and stay compliant with U.S. sanctions programs, including requirements of the Office of Foreign Assets Control (OFAC) and sanctions programs in countries such as Iran, Russia, Cuba and North Korea. See also the bottom of this page for other closely related subjects.
This page describes the margin requirements of the Board of Governors of the Federal Reserve System under Regulation T (applicable to broker-dealers), Regulation U (applicable to other lenders on securities collateral) and Regulation X (applicable to borrowers). It also covers the additional requirements that apply to broker-dealers to collect margin with respect to securities under the rules of the SEC and the rules of the securities self-regulatory organizations, particularly FINRA Rule 4210. See also the separate pages that deal with (i) TBA transactions and the MSFTA Agreement and (ii) Security Futures, including margin on security futures.
The material on this page is intended to provide a fairly comprehensive overview of the regulation of U.S. government securities and government securities dealers. There is also a page focused specifically on the reporting of Large Positions in U.S. government securities and another on the Registration Requirement, and exemptions, applicable to dealers in U.S. government securities. For general information on broker-dealers and the securities markets, see the page entitled BDs and Markets.
Regulation Fair Disclosure (Reg FD) addresses, and generally prohibits, "selective disclosure" by issuers. Reg FD provides that when an issuer, or person acting on its behalf, discloses material nonpublic information to certain enumerated persons (such as securities market professionals, including research analysts, and potential buyers or sellers of the issuer's securities), it must make public disclosure of that information, including by filing a Form 8-K.
This page deals with the regulation of "transfer agents" under the Securities and Banking Laws. Transfer agents are regulated under both federal and state law. The term “transfer agent” is defined under federal law as any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (A) countersigning such securities upon issuance; (B) monitoring the issuance of securities with a view to preventing unauthorized issuance of securities; (C) registering the transfer of securities; (D) exchanging or converting securities; or (E) transferring record ownership of securities by a bookkeeping entry without physical issuance of securities certificates. If a transfer agent acts for an issuer of securities registered under Section 12 of the Exchange Act, then the transfer agents must be registered under Section 17A of the Exchange Act. Transfer agents acting for issuers of securities that are not Section 12-registered are regulated through state corporation, commercial, and principal/agency laws.
The regulations below are those federal securities and banking law provisions that apply specifically to transfer agents. Transfer agents are, of course, subject to other general regulations, including particularly those which relate to confidentiality and the protection of customer information.
This page is focused on the regulation of "Security Futures Products," i.e., those instruments that are dually regulated by the SEC and the CFTC. A separate page deals with jurisdiction over such products, i.e., which instruments are subject to such dual regulation.
This page provides materials as to the regulation of custody by broker-dealers and security-based swap dealers. There is also a separate on topic page on custody by futures commission merchants ("FCMs"), swap dealers, retail foreign exchange dealers and leverage transaction merchants.
This page provides information as to the securities law requirements applicable to selling short. See also the bottom of this page for other closely related subjects.
This page provides information relating to the regulation of securities offerings, including as to the conduct of both issuers and broker-dealers participating in securities offerings. For information relating to certain specific offering-related issues, see also the ABS topic page and the Research topic page. At the bottom of this page is a list of other potentially relevant topic pages.
This page provides material on the regulation of Foreign Boards of Trade ("FBOTs"). The term "FBOT" refers to any "board of trade, exchange, or market located outside the United States, its territories or possessions." See NFA Compliance Rule 1-1 (definitions).
This page is focused on the terms of Repurchase Agreements and the principal regulatory issues that such agreements raise. See also Securities Lending Agreements and Master Securities Forward Agreement and TBA Transactions. See also the bottom of this page for other closely related subjects.
This page is focused on the terms of Securities Lending Agreements and the principal regulatory issues that such agreements raise for broker-dealers and banks. Separate pages are focused on Repurchase Agreements and on the Master Securities Forward Agreement and TBA Transactions. See also the bottom of this page for other closely related subjects.
This page focuses on the general obligations that the CFTC Rules and NFA Rules impose upon futures commission merchants ("FCMs"), introducing brokers ("IBs"), swap dealers ("SDs"), retail forex dealers ("RFDs"), commodity pool operators ("CPOs"), and commodity trading advisors ("CTAs") to appoint a Chief Compliance Officer and to establish supervisory procedures. It is primarily concerned with overarching supervisory obligations as opposed to those that would apply to a specific activity, such as the responsibility to establish procedures as to appropriate marketing.
The definition of the term "security" is, not surprisingly, essential to determining whether the securities laws. This page provides information as to the interpretation of the term "security" for purposes of the Securities Act, the Securities Exchange Act, the Investment Advisers Act and the Investment Company Act; provided, however, that this page does not deal with the question of whether a derivative transaction is a security-based swap (subject to the securities laws) or a swap (subject to the Commodity Exchange Act). That issue is dealt with on a separate page.
Rather, this page is focused on more "traditional" securities law questions including (i) whether a debt instrument is a security or a mere loan, (ii) whether an ownership interest in an asset constitutes an equity security, (iii) when an asset that is called equity is not, and (iv) whether insurance-related products may be deemed securities. As the question of whether a particular interest is a security is generally one that must be determined more by reference to case law than by rulemaking, we have provided on this page many of the most significant cases, as well as a number of significant regulatory interpretations. However, this page does provide relevant interpretations as to the status of "ICOs" as securities.