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JLG Legal Tips 2018

Succession Planning 101: Safeguarding Your Business

By: David Sobel, FINRA Specialist

David Sobel HeadshotYou're running a broker-dealer firm, or an investment advisory firm, and business is great. You have a terrific management team and they make sure that everything is running well and being profitable. But what happens if one of the owners or managers leaves or dies? No one likes to think about the worst happening, but if it does, what happens to your well-established company?

Where Do Cryptocurrencies Fit in the Regulatory Landscape?

By: Robert Boeche, Esq., Sr. Associate

Robert Boeche Headshot 1Cryptocurrencies have generated a lot of recent press as a result of some currencies experiencing huge gains in value and/or experiencing large volatility. This has prompted industry professionals and investors alike to consider adding cryptocurrencies as part of an overall investment portfolio. Exactly how this can be accomplished will vary based upon the type of cryptocurrency and manner in which it is obtained. Unfortunately, this swelling interest in cryptocurrencies has also resulted in scams from unscrupulous persons seeking to take advantage of this new and developing area. As a result, securities regulators are searching for how to classify cryptocurrencies for regulatory oversight purposes. This article is designed to provide an overview of cryptocurrencies, and how they are currently being assessed by securities regulators. Read More.

Securities Law Issues Involving Crowdfunding Transactions

By: Michelle L. Jacko, Esq., Managing Partner

Michelle Jacko Headshot

The challenge for many small businesses is having access to cash when starting their business operations. In 2012, an easier path to capital raising finally emerged. Under Title III of the Jumpstart Our Business Startups (JOBS) Act, Section 4(a)(6) was added to the Securities Act of 1933 ("Securities Act"), which provides an exemption from registration for the offer and sale of securities for certain crowdfunding transactions. Read More.

Hot Topics in Private Equity Regulation: Where to Focus Your Compliance Program Efforts

By: Robert Conca, Esq., Partner

Robert Conca One area that continues to be a primary focus for the U.S. Securities and Exchange Commission ("SEC") in recent years is the private equity segment of the financial marketplace. As a continuing trend, the SEC's 2017 Examination Priorities clearly focused on private fund topics and practices. As we begin 2018, the SEC shows no signs of decreasing the scrutiny of private equity advisers ("PE Advisers"). With several years since many PE Advisers were required to register with the SEC, PE Advisers can expect their regulatory examinations to include emphasis on compliance areas that have been the subject of recent SEC guidance which applies more broadly to registered investment advisers of all shapes and sizes. Read More.

JLG Legal Tips 2017

2017 SEC Enforcement Cases: A Year In Review

By: Robert Boeche, Esq., Sr. Associate

Robert Boeche Headshot 1As part of its "Fiscal Year 2017 Agency Financial Report" released by the U.S. Securities and Exchange Commission ("SEC") last month, the SEC discussed enforcement cases for its fiscal year of 2017 (which for the SEC concludes on September 30th). According to the Report, the SEC filed 754 enforcement actions in 2017, resulting in disgorgements and monetary penalties of roughly $3.8 billion. From the $3.8 billion, the SEC returned a record $1.0 billion to harmed investors, and ordered over $50 million in payments to whistleblowers. These enforcement actions also led to 625 bars and suspensions in 2017. Read More Here. .

This Holiday Season, Review Your Services to Vulnerable Adults - Nov 2017

By: Michelle L. Jacko, Esq., Managing Partner and CEO

Michelle Jacko HeadshotDuring the Thanksgiving season, many of us spend time reflecting on what we are most thankful for. Immediately, my family, and those closest to me (including my clients), come to mind. As we meditate and think about life's various changes, often we are faced with contemplating the effects and challenges of aging. Certain vulnerabilities can surface, such as diminished capacity and financial exploitation, which require forward thinking and purposeful action. Read More

What To Do If You Receive a FINRA 8210 Letter - Oct. 2017

By: David Sobel, FINRA Specialist

David Sobel HeadshotFINRA Rule 8210 allows FINRA staff and adjudicators the ability to inspect and copy certain books, records and accounts of their member firms and those associated with such member firms. Generally, Rule 8210 is used as a means through which FINRA obtains information for examining, investigating or proceeding against a member firm and its associated persons. Read More.

7 Essential Takeaways from the September SEC Risk Alert - Sept. 2017

By: Robert Conca, Esq., Partner

Robert ConcaOn September 14, 2017, the Securities and Exchange Commission's ("SEC") Office of Compliance Inspections and Examination ("OCIE") released its latest Risk Alert titled "The Most Frequent Advertising Rule Compliance Issues Identified in OCIE Examinations of Investment Advisers" which is based on the results of over 1,000 examinations of registered investment advisers, including examinations in connection with the SEC's "Touting Initiative" focused on accolades used by advisers in marketing materials. Read More

Practical Steps for Assessing Risks - Aug. 2017

By: Michelle L. Jacko, Esq., Managing Partner and CEO

Michelle Jacko HeadshotIn recent years, more and more financial institutions are electing to conduct a risk assessment as part of an annual compliance program check. Not only does a risk assessment help in the development of policies and procedures, but also can serve as a mitigation tool to help identify and proactively address potential threats to lower risk exposure. In this month's Legal Risk Management Tip, we will explore the starting points for creating a risk inventory, provide tips and factors for evaluating risks, discuss tools and systems to use as risk management controls and summarize actions to help support your compliance program. Read More

Choosing The Best Corporate Entity Structure For Your Business - Jul. 2017

By: Robert Boeche, Esq., Sr. Associate

Robert Boeche Headshot 1Selecting the best corporate entity for your business can be daunting. What contributing factors should you consider? This article will provide a roadmap for the selection and creation of a business entity. It will focus on critical factors to consider when forming an entity, types of entities available and important characteristics of such entities. While this article will not discuss every topic that may be pertinent when creating an entity, it will provide entrepreneurs with a framework and practical considerations for doing so. Read More

What You Need to Know About Expungement, Part II: June 2017

By: David Sobel, FINRA Specialist

David Sobel HeadshotIn the April 2017 Legal Risk Management Tip, What You Need to Know About Expungement, we focused on FINRA expungement as it pertains to customer complaints. Pursuant to Rules 2080 and 2081 and in Arbitrator Rules 12805 and 13805, in order to have a customer complaint removed from the CRD system and your BrokerCheck report, one must demonstrate that: Read More

Private Equity Reporting on New Form ADV - May 2017

By: Robert Conca, Esq., Partner

Robert ConcaOver the past few years, private equity compliance has been a focus of the Securities and Exchange Commission's ("SEC") Office of Compliance Inspections and Examination ("OCIE"), and has been the topic of a variety of public speeches and comments from senior SEC personnel. Not surprisingly, private equity advisers have remained a top SEC Examination Priority during that time period. Read More

What You Need to Know About Expungement: Part I - Apr. 2017

By: David Sobel, FINRA Specialist

David Sobel HeadshotThe bane of every registered person is a bad mark on their Central Registration Depository ("CRD") or BrokerCheck reports. This mark can be caused by a number of things, but it is predominantly the result of a customer complaint. If you have been a registered representative for any number of years, the likelihood of receiving one of these complaints increases. As soon as a customer complaint is received, whether by you or your firm, it must be reported to FINRA. Once shared with FINRA, it is entered onto your BrokerCheck file. Read More

What RIAs Should Focus On In 2017: Regulatory Hot Topics - Mar. 2017

By: Robert Boeche, Esq., Sr. Associate

Robert Boeche Headshot 1New regulatory developments seem to occur with ever-increasing frequency. The past twelve months in particular have seen a bevy of new rules, regulations and guidance that will have significant impacts on the daily practices of advisers. With so much new information being promulgated by regulatory bodies, it could be quite easy to miss ones that could have a substantial impact on your business. Read More

Fleischer v. Commissioner - What Does it Mean for Businesses? - Feb. 2017

By: Robert Conca, Esq., Partner

Robert ConcaOn December 29, 2016, the United States Tax Court handed down a decision in the case of Fleischer v. Commissioner of Internal Revenue which focused on the tax issue of whether Mr. Fleischer or his wholly-owned S-Corporation ("S-Corp") had to report the earned income that was at issue in the case. In addition to the tax issues, the decision provides additional guidance relating to some often misunderstood issues regarding entity formation, structure and operations that relate directly to small businesses, including a large number of financial industry advisers. Read More

2017 SEC Enforcement Cases: A Year In Review - Jan 2017

By: Robert Boeche, Esq., Sr. Associate

Robert Boeche Headshot 1Each year, the SEC's Office of Compliance Inspections and Examinations ("OCIE") publishes an examinations priorities letter so that its registrants will know of those areas that are of particular focus and are deemed potentially higher risk. On January 12, 2017, the SEC released its priorities,1 which continue to focus on protection of retail investors, servicing retirement and elderly investors and assessment of market-wide risks. Read More

JLG Legal Tips 2016

2015

Form U5 - Reporting and Beyond - Mar. 2015

By: Robert Conca, Esq., Of Counsel

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Legal Tip Archive