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On 27 February 2024, the Financial Stability Board (FSB) published a Peer Review Report on the Thematic Review on Money Market Fund (MMF) Reforms. The peer review takes stock of the measures adopted or planned by FSB member jurisdictions in response to the 2021 FSB report Policy Proposals to Enhance MMF Resilience. Background MMFs are important providers of short-term financing for financial institutions, corporations, and governments. MMFs are also used by retail and institutional investors to invest excess cash and manage their liquidity. MMFs are subject to two broad types of vulnerabilities that can be mutually reinforcing: they are susceptible to sudden and disruptive redemptions, and they may face challenges in selling assets, particularly under stressed conditions. The prevalence of this liquidity mismatch, which crystallised during the March 2020 market turmoil, may depend in individual jurisdictions on market structures, use, and characteristics of MMFs. Findings: The…
Author: Simon Lovegrove (UK)
Posted: February 27, 2024, 6:18 pm
On 26 February 2024, the Financial Action Task Force (FATF) announced it is considering revisions to Recommendation 16 (R.16), its Interpretive Note (INR.16) and the related glossary of specific terms, to adapt them to the changes in payment business models and messaging standards. In the press release, the FATF outlines how R.16 and INR.16 must be updated to ensure that the FATF Standards remain technology neutral and follow the principle of ‘same activity, same risk, same rules’. These proposed revisions have the overarching aims of making cross border payments faster, cheaper, more transparent and inclusive whilst remaining safe and secure. They align with the G20 Priority Action Plan. Before finalising the revisions however, the FATF is seeking opinions from all interested stakeholders, in particular from the payments industry. The proposed revisions are attached to the explanatory memorandum, which also cover the policy intent behind each of the key proposals…
Author: Simon Lovegrove (UK)
Posted: February 27, 2024, 6:16 pm
On 20 February 2024, the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2024 (the Order) was published, along with an explanatory memorandum. The Order amends the regulatory framework, to make operating a pension dashboard service which connects to the Money and Pensions Service (MaPS) dashboards digital architecture a regulated activity. Such dashboards will be provided by commercial bodies and, when developed, will allow individuals to view all their pensions data, including their state pension, in one place and online. The Government notes in the explanatory memorandum that it is supporting the development of a non-commercial dashboard which is being hosted by the MaPS. The Government has also committed to allowing commercial bodies to operate their own pensions dashboards. As such, it has also committed to inserting a new regulated activity in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO) for the…
Author: Anita Edwards and Simon Lovegrove (UK)
Posted: February 27, 2024, 5:16 pm
On 27 February 2024, the European Securities and Markets Authority (ESMA) published a final report which takes into account the feedback provided by respondents to its earlier consultation paper on draft technical advice to the European Commission (Commission) on fees charged to Tier 1 third-country central counterparties (CCPs) under the European Market Infrastructure Regulation (EMIR). Background Third country CCPs (TC-CCPs) are categorised depending on the level of risks they pose to the financial stability of the EU or one or more of its Member States either as a Tier 1 or Tier 2 TC-CCP. ESMA is required to charge fees to TC-CCPs established in third countries recognised or applying for recognition pursuant to Article 25 of EMIR. These fees shall be proportionate to the TC-CCP’s turnover and cover all costs incurred by ESMA for the recognition and the performance of its tasks in accordance with EMIR.  Following technical advice from ESMA, on 14 July 2020 the…
Author: Simon Lovegrove (UK)
Posted: February 27, 2024, 4:52 pm
By Lene Powell, J.D.Generative artificial intelligence (GenAI) has enormous potential to assist attorneys in legal practice, but high-profile mistakes have raised concerns. How can attorneys safely use this new technology?Get tips for reliably using GenAI in legal research and drafting from University of Colorado Law School Professor Harry Surden, who presented recommendations at a symposium of Northwestern University Pritzker School of Law, “AI and Law: Navigating the Legal Landscape of Artificial Intelligence.”A new Vital Briefing by Senior Legal Analyst Lene Powell, J.D. covers:What is GenAI?Using GPT-4 in legal practiceHow reliable is it?Techniques to improve reliabilityClick here to read Beyond ChatGPT: Using generative AI in legal practice.
Author: Unknown
Posted: February 27, 2024, 1:56 pm
On 26 February 2024, the Chair of the Financial Stability Board (FSB), Klaas Knot, wrote a letter to the G20 Finance Ministers and Central Bank Governors. The letter was submitted ahead of the G20’s meeting on 28-29 February and highlights key issues and the current challenges to financial stability. The letter outlines a workplan for 2024 that incorporates the priorities of the Brazilian G20 Presidency. The core elements of this plan are to identify and address financial system vulnerabilities in key areas including lessons from the March 2023 banking turmoil, non-bank financial intermediation (NBFI), digitalisation and climate change; and to enhance the efficiency of cross-border payments. Lessons from the March 2023 banking turmoil Knot writes that the FSB’s review of lessons learnt from the March 2023 banking turmoil confirmed the soundness of the international framework provided by the FSB’s Key Attributes of Effective Resolution Regimes. It also…
Author: Simon Lovegrove (UK)
Posted: February 27, 2024, 12:06 pm
On 26 February 2024, a draft statutory instrument (SI) – the Financial Services and Markets Act 2023 (Disapplication or Modification of Financial Regulator Rules in Individual Cases) Regulations 2024 – was published on legislation.gov.uk, along with a draft explanatory memorandum. One of the tools introduced by Financial Services Markets Act 2023 (FSMA 2023) is new section 138BA of the Financial Services and Markets Act 2000 (FSMA), which provides a power for HM Treasury to make regulations to grant the financial services regulators the ability to disapply or modify rules made by the regulators under FSMA. The draft SI, which would be made using HM Treasury’s new power under section 138BA of FSMA: Grants the Prudential Regulation Authority (PRA) the ability to disapply or modify the application of any of its rules made under FSMA, where appropriate, to account for the circumstances and business models of individual firms. The ability to flex rules in this way…
Author: Anita Edwards and Simon Lovegrove (UK)
Posted: February 27, 2024, 11:35 am
Heheheheheheee Wipe oooout! Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave" stockholder agreement.  The Vice Chancellor explains these agreements as follows: Corporate planners now regularly implement internal governance arrangements through stockholder agreements. The new wave of stockholder agreements does not involve stockholders contracting among themselves to address how they will exercise their stockholder-level rights. The new- wave agreements contain extensive veto rights and other restrictions on corporate action. West Palm Beach Firefighters Pension Fund v. Moelis & Co.,  2024 WL 747180, at *2 (Del. Ch. Feb. 23, 2024).  This set me to cogitating on whether a new-wave agreement would survive under the California General Corporation…
Posted: February 27, 2024, 8:15 am
A federal district court has ruled in favor of ISS in its lawsuit challenging the SEC’s 2020 rule that would have subjected proxy advisors to enhanced regulations by saying they engage in the “solicitation” of proxies. Bloomberg reported on the decision, and summarized it as follows: The Securities and Exchange Commission “acted contrary to law and in excess of statutory authority when it amended the proxy rules’ definition of ‘solicit’ and ‘solicitation’ to include proxy voting advice for a fee,” Judge Amit P. Mehta said Feb. 23 for the US District Court for the District of Columbia. A 2022 SEC repeal of some proxy firm requirements under the rule was insufficient, he said. It would be a vast understatement to say that proxy voting advice is a complex topic with longstanding issues (and some “bad blood”). The case that ISS just won relates all the way back to a suit that it first filed in response to…
Author: Liz Dunshee
Posted: February 27, 2024, 5:15 am
Yesterday, the PCAOB announced that it will hold a virtual roundtable about its hotly contested proposal to enhance auditor responsibility for considering non-compliance with laws and regulations. The roundtable is next Wednesday, March 6th, at 9:30 a.m. Eastern. In light of the roundtable, the PCAOB has also reopened the comment period for this proposal – until Monday, March 18th. The previous comment period closed last August. There was no shortage of feedback. All of the letters are available on the PCAOB’s website – and Meredith most recently shared notable themes a few months ago. The PCAOB has a list of topics that it is considering more closely. Here’s more detail: The roundtable will include three panels focused on the proposal’s requirements relating to auditors’ identification of laws and regulations and assessment of those laws and regulations, as well as costs and benefits of the proposal. A briefing paper on the roundtable…
Author: Liz Dunshee
Posted: February 27, 2024, 5:05 am
Business is a team sport, and the schools that teach it understand this: They generally orient their assignments, their grades, and their classes around collaboration. Law schools do basically none of these things. We train and assess law students as individuals:  With few exceptions (e.g., moot court or journals), their classwork, their tests, and their job opportunities hinge on their ability to succeed as individuals. Is law an individual sport? In a new study, we look at dealmakers in law firms, examining the individual characteristics that distinguish those who lead M&A deals. We find that successful leaders of a firm’s significant deals rarely lead alone.  Their characteristics include having: greater current value (making money and cementing claims of expertise), higher prospective value (cultivating clients and attracting future clients and employees), and more substantial stakeholder value (retaining star attorneys and burnishing their reputations).…
Author: renholding
Posted: February 27, 2024, 5:05 am
Just about 16 months after Kroger’s proposed acquisition of Albertsons was announced, the deal finally ended up where almost everybody assumed it would – being challenged in court by the FTC.  Yesterday, the FTC announced that it had issued an administrative complaint and authorized a lawsuit in federal court to block the deal pending the […]
Author: John Jenkins
Posted: February 27, 2024, 5:01 am
On February 13, the U.S. Treasury, Financial Crimes Enforcement Network (“FinCEN”) proposed1 (the “Proposed Rule”) to apply affirmative anti-money laundering and countering-the-financing-of-terrorism (“AML/CFT”) program obligations as prescribed by the Bank Secrecy Act (the “BSA”) to investment advisers. These obligations historically have applied primarily to banks, broker-dealers and other similar financial institutions.2 The Proposed Rule is part of a broader overhaul to the U.S. anti-money laundering regime that includes the now-effective Corporate Transparency Act and upcoming rulemaking to enhance the Customer Due Diligence Rule (“CDD Rule”). The Proposed Rule would affect both SEC-registered investment advisers and exempt reporting advisers (e.g., mid-sized private fund advisers and venture capital fund advisers3), the vast majority of which have adopted some form of AML/CFT procedures under a…
Author: renholding
Posted: February 27, 2024, 5:01 am
Check out John’s latest “Timely Takes” Podcast featuring Orrick’s J.T. Ho & his monthly update on securities & governance developments. In this installment, J.T. reviews: 1. Trends in Advance Notice Bylaw Litigation 2. Contested Election Comment Letter Trends 3. Technical Amendments to Corp Fin’s Confidential Treatment Application Guidance 4. Pay versus Performance Update for 2024 5. Tornetta v. Musk Decision As always, if you have insights on a securities law, capital markets or corporate governance issue, trend or development that you’d like to share in a podcast, we’d love to hear from you. You can email John and/or Meredith at john@thecorporatecounsel.net or mervine@ccrcorp.com. – Liz Dunshee
Author: Liz Dunshee
Posted: February 27, 2024, 5:01 am
Yelena DunaevskyTeresa MilanoAs readers of this blog well know, SPAC transactions have been a frequent target of corporate and securities lawsuits. In the following guest post, Yelena Dunaevsky, Esq., Senior Vice President at Woodruff Sawyer, Executive Editor, SPAC Notebook and Teresa Milano, Esq., Vice President at Woodruff Sawyer, take a detailed look at the SPAC litigation and enforcement activity so far, including some interesting observations about recent trends. A version of this article was previously published on the SPAC Notebook (here). I would like to thank Yelena and Teresa for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article. ************************** Here we are again—another year of SPAC ennui. We’re hearing…
Author: Kevin LaCroix
Posted: February 26, 2024, 8:30 pm
NERA Economic Consulting and Cornerstone Research have released their respective 2023 annual reports on federal securities class action filings.  As usual, the different methodologies employed by the two organizations have led to slightly different numbers, although they both identify the same general trends. The findings for 2022 include: (1) The reports agree that there was a slight increase in overall filings. NERA finds that there were 228 filings (compared with 206 filings in 2022), while Cornerstone finds that there were 215 filings (compared with 208 filings in 2022). Although the overall numbers remain steady, both NERA and Cornerstone note that filings involving only Section 10(b)/Rule 10b-5 claims for securities fraud are an increasing percentage of the overall filings. For example, NERA found that 184 of the 228 filings fit this description, an increase of 34% from 2022. (2) The number of M&A filings, filings alleging Section 11…
Author: Lyle Roberts
Posted: February 26, 2024, 6:19 pm
On 26 February 2024, the Council of the EU issued a press release stating that it had adopted a proposed Regulation which will make instant payments fully available in euro to consumers and businesses in the EU and in EEA countries. The proposed Regulation amends Regulations (EU) No 260/2012 and (EU) 2021/1230 and Directives 98/26/EC and (EU) 2015/2366. The proposed Regulation enters into force 20 days after its publication in the Official Journal of the European Union. Our earlier blogs on the proposed Regulation are here and here.
Author: Simon Lovegrove (UK) and Michael Born (DE)
Posted: February 26, 2024, 3:37 pm
On 26 February 2024, the Council of the EU issued a press release stating that it had adopted a proposed Directive amending the Alternative Investment Fund Managers Directive and the UCITS Directive as regards delegation arrangements, liquidity risk management, supervisory reporting, the provision of depositary and custody services and loan origination by alternative investment funds.  The proposed Directive enters into force 20 days after its publication in the Official Journal of the European Union. Member states will have 24 months after the entry into force to transpose the rules into national legislation. Our earlier blog on AIFMD 2 is here.
Author: Simon Lovegrove (UK) and Claire Guilbert
Posted: February 26, 2024, 3:32 pm
By Rodney F. Tonkovic, J.D.The SEC has updated the ethics rules governing the securities purchases and holdings of its staff. The amendments update the SEC’s Supplemental Ethics Rules and include amendments prohibiting investments in financial industry sector funds, enhancing data collection, and optimizing the use of agency resources. The amendments were adopted jointly with the Office of Government Ethics and amend existing SEC standards while supplementing ethical standards applicable to all Executive Branch employees. The rules will be effective 30 days after publication in the Federal Register (Supplemental Standards of Ethical Conduct for Members and Employees of the Securities and Exchange Commission, Release No. 34-99582, February 22, 2024).The updates to the SEC’s Supplemental Ethics Rules, 5 CFR Part 4401.102, Supplemental Standards of Conduct for Members and Employees Securities and Exchange Commission include:Prohibitions Against Financial Industry…
Author: Unknown
Posted: February 26, 2024, 1:11 pm
On 23 February 2024, the UAE was removed from the Financial Action Task Force’s list of “Jurisdictions under Increased Monitoring”, the so-called “grey list”. To view our update please click here.
Author: Hasanali Pirbhai and Matthew Shanahan
Posted: February 26, 2024, 12:43 pm




Mark J. Astarita, Esq. is a securities lawyer who represents investors, financial professionals and firms in litigation, arbitration and regulatory matters across the country. He is a partner in the national securities law firm of Sallah Astarita & Cox, LLC and can be reached by email at mja@sallahlaw.com or by phone at 212-509-6544.

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Securities Attorney at Sallah Astarita & Cox | 212-509-6544 | mja@sallahlaw.com | Website | + posts

Mark Astarita is a nationally recognized securities attorney, who represents investors, financial professionals and firms in securities litigation, arbitration and regulatory matters, including SEC and FINRA investigations and enforcement proceedings.

He is a partner in the national securities law firm Sallah Astarita & Cox, LLC, and the founder of The Securities Law Home Page - SECLaw.com, which was one of the first legal topic sites on the Internet. It went online in 1995 and is updated daily with news, commentary and securities law related links.