Insights Past Issues
- Chapman InsightsApril 22, 2021
At today’s Earth Day Climate Summit, President Joe Biden announced to world leaders that the United States is committed to cutting its greenhouse gas emissions by 50% to 52% from 2005 levels by 2030.
- Chapman InsightsApril 20, 2021
Last week the Loan Syndications and Trading Association, the Loan Market Association, and the Asia Pacific Loan Market Association jointly published their first ever Social Loan Principles.
- Client AlertApril 14, 2021
On April 9, 2021, the Securities and Exchange Commission Division of Examinations issued a Risk Alert highlighting observations made by the Division from recent examinations of investment advisers, registered investment companies, and private funds offering products and services that incorporate environmental, social, and governance factors.
- Chapman InsightsMarch 25, 2021
The Securities and Exchange Commission this month announced that the Divisions of Corporation Finance, Examinations, and Enforcement are all undertaking climate or ESG-related initiatives.
- Client AlertDepartment of Labor Announces Non-Enforcement Policy and Intent to Review Environmental, Social and Governance Investment RuleMarch 16, 2021
The Department of Labor announced that it will not enforce its previously issued final rule regarding plan fiduciaries’ use of environmental, social and governance factors in selecting investments for tax‑qualified retirement plans.
- Chapman InsightsMarch 2, 2021
Environmental, Social and Governance investing in the United States has reportedly reached an estimated $250 billion in assets under management and is expected to see continued growth in 2021 and beyond.
- Client AlertDecember 29, 2020
On December 22, the U.S. Securities and Exchange Commission adopted amended Rule 206(4)‑1 under the Investment Advisers Act of 1940, as amended, which addresses investment advisers marketing their services to clients and investors
- Client AlertNovember 9, 2020
On October 30, the Department of Labor issued a final rule which amends its 1979 investment duties regulation under the Employee Retirement Income Security Act of 1974, as amended, to update and clarify its position with respect to ERISA plan fiduciaries’ use of environmental, social and governance factors in selecting investments.
- Client AlertSEC Proposes Additional Small Business Capital-Raising Opportunities outside of Traditional Broker-Dealer ChannelsNovember 6, 2020
This fall, the Securities and Exchange Commission has proposed additional avenues for businesses to raise capital away from the use of registered broker‑dealers.
- Client AlertSEC Chairman and Director of the Office of Municipal Securities Encourage COVID-19 Disclosures in the Municipal Securities MarketMay 8, 2020
On May 4, the SEC Chairman and the Director of the Office of Municipal Securities issued a public statement encouraging issuers, conduit borrowers and other obligated persons of municipal securities to make disclosures describing the effects of the COVID‑19 pandemic on their finances and operations.
- Client AlertSEC Amends Rules to Streamline Offerings of Closed-End Funds and Business Development Companies; Increases Periodic Reporting DisclosureApril 13, 2020
On April 8, the SEC adopted rule amendments that will allow closed-end funds and business development companies the ability to use registration, offering and communications rules that are currently available to publicly‑registered operating companies.
- Client AlertApril 3, 2020
The SEC has taken several actions to assist funds and advisers in light of the effects of COVID-19. Similarly, FINRA also has taken several actions to provide guidance and certain regulatory relief to its member firms.
- Client AlertTo Improve Transparency, SEC Approves Addition of Submission Calculator to MSRB’s EMMA System WebsiteFebruary 21, 2020
On February 18, the SEC issued an order approving a proposed MSRB rule change updating the MSRB’s Electronic Municipal Market Access system website.
- Client AlertFebruary 19, 2020
On February 7, the SEC Office of Municipal Securities published Staff Legal Bulletin No. 21 that addresses the application of the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934.
- Client AlertSEC Committee Makes Recommendations Regarding Timeliness of Financial Disclosures in the Municipal Securities MarketFebruary 18, 2020
On February 10, the SEC’s Fixed Income Market Structure Advisory Committee approved a series of recommendations designed to improve the timeliness of disclosure in the municipal securities market.
- Client AlertJanuary 16, 2020
FINRA recently issued its 2020 Risk Monitoring and Examination Priorities Letter. The letter highlights the areas of focus for FINRA’s risk monitoring, surveillance and examination programs for 2020 and contain numerous links to Regulatory Notices, FINRA Reports and other resources to aid broker-dealers in complying with the priority areas.
- ArticleThe Banking Law JournalJanuary 2020
On September 17, the SEC announced proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors and eliminate disclosures that overlap with other SEC rules, U.S. GAAP or IFRS.
- ArticleLaw360October 29, 2019
On September 26, the SEC adopted final Rule 6c-11 under the Investment Company Act of 1940, and certain form amendments that standardize the regulatory regime governing exchange-traded funds.
- Client AlertSeptember 27, 2019
On September 26, the SEC adopted Rule 6c-11 under the Investment Company Act of 1940 and amendments to Form N-1A and Form N-8B-2 that overhaul the patchwork regulatory framework that currently governs the $3.32 trillion ETF industry. The adopted rule and form amendments are largely similar, but not identical, to the versions that were proposed in June 2018.
- Client AlertApril 5, 2019
On March 28, the Securities and Exchange Commission charged the former controller of the College of New Rochelle, a New York-based not-for-profit college, with violating, and aiding and abetting violations of, the antifraud provisions of the federal securities laws.
- ArticleApril 2019
Pension shortfalls. Crumbling infrastructure. Wage pressures. These are only a few of the budgetary pressures facing state and local governments. It’s no surprise that, with so many demands on limited tax dollars, funds needed to address social problems are being diverted.
- Client AlertMarch 1, 2019
Effective February 27, 2019, there are two new reportable events for which an issuer must provide notice to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (EMMA) website.
- Client AlertFebruary 22, 2019
The SEC Rule 15c2-12 amendments will be effective on and after February 27, 2019 with the effect described in the Release. In addition, the Release describes the SEC’s position on certain material financial obligations that may have an impact on primary offerings in addition to disclosures of reportable events made in the future under Rule 15c2-12.
- Client AlertNovember 29, 2018
In October, the U.S. District Court for the Southern District of New York entered a final judgment against Christopher St. Lawrence, the former Supervisor of the Town of Ramapo, New York and Director of Finance and President of the Ramapo Local Development Corporation.
- Client AlertAugust 27, 2018
On August 20, the SEC issued Release No. 34-83885 adopting amendments to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The amendments add two new events to the list of reportable events for which an issuer or obligated person must provide notice to the MSRB's Electronic Municipal Market Access website.
- Client AlertJune 29, 2018
On June 28, the Securities and Exchange Commission proposed Rule 6c-11 under the Investment Company Act of 1940 and amendments to Form N-1A and Form N-8B-2 that overhaul the patchwork regulatory framework that currently governs the $3.4 trillion ETF industry.
- Client AlertMay 1, 2018
The Securities and Exchange Commission recently proposed new and amended rules and forms under the Investment Advisers Act of 1940 and the Securities Exchange Act of 1934 to require registered investment advisers and broker-dealers to provide a brief relationship summary to retail investors regarding their offered services, the standard of conduct and fees associated with the services.
- Client AlertSEC Proposes Broker-Dealer "Best Interest" Standard, Disclosure Form, Title Restrictions and Investment Adviser Conduct GuidanceApril 18, 2018
Today, the Securities and Exchange Commission voted 4 to 1 to propose highly anticipated new and amended rules and guidance relating to registered investment advisers’ and broker-dealers’ conduct and interactions with retail customers.
- Client AlertFebruary 21, 2018
In light of the increasing significance of cybersecurity incidents, the SEC published a press release and additional Commission-level guidance regarding disclosure obligations relating to cybersecurity risks and incidents, which reinforces and expands upon the SEC staff guidance provided in 2011 and addresses two additional topics.
- Client AlertSeptember 20, 2017
The Municipal Securities Rulemaking Board recently issued a market advisory to increase awareness among market participants, including issuers and obligated persons, of the importance of disclosing material information fairly, equitably and in the public domain.
- Client AlertAugust 29, 2017
On August 23, the Securities and Exchange Commission announced settlements in enforcement actions against the Beaumont Financing Authority; Alan Kapanicas, the former executive director of BFA; O’Connor & Company Securities Inc., the underwriter of the BFA obligations; and Anthony Wetherbee, the co-founder and former primary investment banker of O’Connor Securities.
- White PaperNational Association of Bond LawyersJuly 2017
This paper, published by the National Association of Bond Lawyers, identifies various issues that arise in connection with the structuring and negotiation of direct purchase transactions, and explores some of the more commonly encountered provisions present in direct purchase documents.
- Client AlertJuly 14, 2017
The former Director of Finance for Ramapo, New York, was found guilty by a federal jury of 20 counts of conspiracy, securities fraud and wire fraud in connection with municipal bonds issued by the Town and by the Ramapo Local Development Corporation, a local not-for-profit corporation to further economic development in the Town.
- White PaperApril 2017
This white paper addresses pay for success legislation that has been adopted at the state level, pointing out the various functions of the pay for success financing structure and how individual states have treated these components within their legislation.
- Client AlertMarch 27, 2017
On March 1, the Securities and Exchange Commission issued a release seeking comments on proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended.
- Client AlertFINRA Rule Changes Requiring Bond Mark-ups/Mark-downs on Trade Confirmations to Become Effective May 14, 2018February 20, 2017
The Financial Industry Regulatory Authority, Inc. announced the effective date of amendments to FINRA Rule 2232 requiring firms to disclose additional transaction-related information for certain fixed income securities principal transactions with retail customers.
- ArticleJanuary 20, 2017
The municipal industry has seen a significant change in recent years with the increased activity of the SEC Enforcement Division and, in particular, its Public Finance Abuse Unit. This is an updated version of an article Chapman attorney Kelly Kost authored for the October 2016 issue of the Illinois GFOA Newsletter.
- Client AlertJanuary 13, 2017
On January 10, 2017, the Securities and Exchange Commission (SEC) issued a cease-and-desist order (Order) to the Port Authority of New York and New Jersey (Port Authority) under which the Port Authority acknowledged that it acted negligently in failing to disclose certain risks in official statements for over $2.3 billion of bonds issued between January 2012 and June 2014.
- Client AlertDecember 20, 2016
The staff of the Securities and Exchange Commission’s Division of Investment Management has released guidance focused on disclosure issues and certain procedural requirements associated with mutual funds implementing intermediary‑specific variations to sales loads and adding new share classes.
- Client AlertDecember 14, 2016
In a December 13 interview, the chief of Securities and Exchange Commission’s public finance abuse unit stated that the SEC does not expect to recommend any further settlements under its Municipalities Continuing Disclosure Cooperation initiative. Instead, the public finance abuse unit will focus on those issuers and underwriters that did not self-report disclosure violations under the initiative.
- Client AlertNovember 23, 2016
The Securities and Exchange Commission recently approved Financial Industry Regulatory Authority, Inc. and Municipal Securities Rulemaking Board rule amendments requiring broker-dealers to disclose trade compensation for certain fixed income securities principal transactions with retail customers.
- Client AlertMSRB 2017 Strategic Priorities and Recent Key Issues for Municipal Issuers, Underwriters, Dealers and Municipal AdvisorsOctober 31, 2016
The Municipal Securities Rulemaking Board recently issued a notice seeking guidance on its strategic priorities for 2017. The MSRB’s notice seeks comment on potential areas where the MSRB should focus its strategic goals and how it should prioritize its core activities.
- Client AlertSEC Adopts Rules to Require Liquidity Risk Management Programs, Permit Swing Pricing, and Modernize Information Reported by FundsOctober 17, 2016
The Securities and Exchange Commission voted last Thursday to adopt changes to enhance liquidity risk management by open-end funds, including mutual funds and exchange-traded funds.
- ArticleJournal of Investment ComplianceQ3 2016 (Originally Published April 14, 2016)
On April 4, the Municipal Securities Rulemaking Board and the Financial Industry Regulatory Authority issued a joint regulatory notice reminding firms they regulate of their obligation to determine whether state and local government obligations acquired through direct purchase or “bank loan” transactions constitute municipal securities for federal securities law purposes.
- ArticleIllinois GFOA NewsletterSeptember 22, 2016
The Municipal Continuing Disclosure Cooperation initiative, as named by the Securities and Exchange Commission in March, 2014, has attracted much attention in the municipal industry and with good reason.
- Client AlertSEC Seeks Comments on MSRB Rule Changes Requiring Bond Mark‑ups/Mark‑downs on Trade Confirmations and Guidance on “Prevailing Market Price”September 9, 2016
The Securities and Exchange Commission is seeking comments on proposed Municipal Securities Rulemaking Board rule changes that would require dealers to disclose bond mark-ups and mark-downs on retail customer trade confirmations.
- Client AlertAugust 31, 2016
The Securities and Exchange Commission recently adopted changes to certain aspects of the reporting, disclosure and recordkeeping obligations of registered investment advisers including changes to Form ADV.
- Client AlertAugust 29, 2016
The Securities and Exchange Commission is seeking comments on proposed Financial Industry Regulatory Authority, Inc. rule changes that would require members to disclose bond mark-ups and mark-downs on retail customer trade confirmations.
- Client AlertAugust 26, 2016
On August 24, 2016, the Securities and Exchange Commission issued cease-and-desist orders to 71 municipal issuers and obligated persons in response to voluntary self-reporting of potential misrepresentations in municipal bond offering documents regarding compliance with prior disclosure obligations under the SEC’s Municipalities Continuing Disclosure Cooperation initiative.
- Client AlertMSRB Decides Not to Pursue Proposal to Require Municipal Advisors to Disclose Bank Loans, but the Discussion Surrounding Bank Loan Disclosure is Far from OverAugust 3, 2016
On August 1, the Municipal Securities Rulemaking Board released details from its most recent quarterly meeting. Among other things, the press release from the meeting stated that the MSRB will not pursue rulemaking with regard to its concept proposal to require municipal advisors to disclose information about bank loans entered into by their municipal issuer clients.
- Client AlertJuly 14, 2016
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently issued a Risk Alert announcing that they will be undertaking an examination initiative focused on the risk that registered advisers may be making conflicted recommendations to their clients.
- Client AlertClient AlertMarch 23, 2016
On March 9, 2016, the U.S. Securities and Exchange Commission issued a cease and desist order against Westlands Water District, a public agency of the State of California, the District General Manager and General Counsel, and the former District Assistant General Manager.
- Client AlertMarch 11, 2016
The staff of the Securities and Exchange Commission’s Division of Investment Management recently released guidance regarding registered investment company risk disclosure.
- Client AlertFebruary 24, 2016
The Municipal Securities Rulemaking Board is seeking comment on proposed guidance on establishing the “prevailing market price” and calculating mark-ups and mark-downs for principal transactions in municipal securities.
- Client AlertClient AlertFebruary 12, 2016
On February 10, 2016, the Government Finance Officers Association alerted its members that the Enforcement Division of the Securities and Exchange Commission has begun contacting issuers in connection with its Municipalities Continuing Disclosure Cooperation initiative.
- ArticleLaw360January 19, 2016 (Originally Published December 8, 2015)
Law360 republished a Chapman Corporate Governance Quarterly Update.
- Corporate Governance Quarterly UpdateShould Audit Committees Voluntarily Step Up Their Game? Practical Considerations to Guide 2016 Audit Committee Disclosure DiscussionCorporate Governance Quarterly UpdateDecember 8, 2015
With the 2016 proxy season quickly approaching, reporting companies will begin contemplating the various disclosures they will make. Increasingly, audit committees in particular are being asked to voluntarily provide enhanced disclosure relating to how they perform their oversight duties and responsibilities.
- Client AlertFINRA Revises Proposed Trade Confirmation Disclosure of Pricing Information in Retail Bond TransactionsClient AlertOctober 16, 2015
The Financial Industry Regulatory Authority is requesting comment on a revised proposal to amend FINRA Rule 2232 governing trade confirmation disclosures. The amendments would require member firms to disclose a “reference price” on customer confirmations for principal transactions in corporate and agency debt securities with retail customers.
- Client AlertClient AlertOctober 5, 2015
On September 30, 2015, in the second round of settlements with underwriters under its Municipalities Continuing Disclosure Cooperation initiative, the Securities and Exchange Commission issued cease-and-desist orders to 22 underwriting firms.
- Client AlertClient AlertSeptember 28, 2015
The Municipal Securities Rulemaking Board recently proposed amendments to MSRB Rule G-15 that would require brokers, dealers and municipal securities dealers to disclose the mark-up or mark-down on retail customer confirmations for specified principal transactions.
- Client AlertClient AlertJune 25, 2015
On June 18, 2015, the Securities and Exchange Commission issued cease-and-desist orders to 36 underwriting firms in response to voluntary self-reporting of potential misrepresentations in municipal bond offering documents regarding compliance by issuers with prior disclosure obligations under the SEC’s Municipalities Continuing Disclosure Cooperation initiative.
- Client AlertClient AlertJune 22, 2015
On June 18, 2015, the Securities and Exchange Commission issued cease-and-desist orders to 36 underwriting firms in response to voluntary self-reporting of misrepresentations in municipal bond offering documents regarding compliance with prior disclosure obligations under its Municipalities Continuing Disclosure Cooperation initiative.
- Client AlertClient AlertJune 4, 2015
The Securities Industry and Financial Markets Association recently proposed that the Financial Industry Regulatory Authority amend its rules to replace the current broker-dealer “suitability” standard with a new “best interests” standard along with enhanced customer disclosure about a broker-dealer’s services, conflicts of interest, fees, and compensation.
- Client AlertClient AlertMay 26, 2015
This Client Alert summarizes the Securities and Exchange Commission proposed changes to certain aspects of the reporting, disclosure, and recordkeeping obligations of registered investment advisers.
- Client AlertClient AlertMay 26, 2015
This Client Alert summarizes the Securities and Exchange Commission proposed changes to certain aspects of the disclosure and reporting obligations of registered investment companies.
- Client AlertSEC Proposes Disclosure and Reporting Changes for Registered Investment Advisers and Investment CompaniesClient AlertMay 21, 2015
On May 20, 2015, the Securities and Exchange Commission proposed changes to certain aspects of reporting and disclosure obligations of registered investment advisers and investment companies.
- White PaperWhite PaperMarch 2015
This Chapman and Cutler white paper provides a summary of, and practical guide to, the principal requirements of federal securities laws relating to municipal bonds. Much of the information discussed in this white paper applies to both higher education bonds and other municipal securities, while certain sections focus on securities laws as applied to the high education sector, in particular.
- Client AlertFebruary 6, 2015
As part of its charge to promote a fair and efficient municipal securities market, the Municipal Securities Rulemaking Board issued regulatory notice 2015-03 on January 29, 2015, calling for timely disclosure of bank loans extended to municipal borrowers, whether in the form of the direct purchase of bonds or notes, a loan agreement, or any other type of financing with the municipal borrower.
- Client AlertClient AlertNovember 19, 2014
The Financial Industry Regulatory Authority, Inc. and the Municipal Securities Rulemaking Board recently requested comment on proposals to require disclosure of pricing information on customer trade confirmations for certain fixed income security transactions.
- Client AlertClient AlertOctober 22, 2014
Issuers and obligated persons are reminded of the approaching deadline for self-reporting materially inaccurate representations in offering documents regarding compliance with continuing disclosure undertakings.
- Client AlertClient AlertSeptember 26, 2014
The Board of Governors of the Financial Industry Regulatory Authority, Inc. recently authorized regulatory notices seeking comment on initiatives to enhance transparency and execution quality in fixed income markets.
- Client AlertSEC Extends MCDC Initiative Deadline for Issuers and Obligors; Civil Penalty Caps for Underwriters Tiered by RevenuesClient AlertAugust 1, 2014
The SEC announced modifications to its Municipalities Continuing Disclosure Cooperation Initiative on July 31, 2014.
- Client AlertClient AlertJuly 11, 2014
On July 8, 2014, the Securities and Exchange Commission issued its first cease-and-desist order under its Municipalities Continuing Disclosure Cooperation initiative.
- Client AlertClient AlertMay 29, 2014
In 2013, the Securities and Exchange Commission brought a number of enforcement actions in the municipal market that not only reinforced the agency’s commitment to regulating the municipal market, but also brought about a number of firsts for the SEC’s municipal securities enforcement program.
- Client AlertClient AlertMarch 17, 2014
The Securities and Exchange Commission recently approved the Municipal Securities Rulemaking Board’s rule proposals that focus on fair dealing obligations of dealers in municipal securities.
- Client AlertClient AlertJanuary 16, 2014
With fixed income markets already in decline in May 2013, speculation regarding Federal Reserve action reached a pinnacle in the last half of June, sparking a bond market selloff of historic proportions.
- Client AlertClient AlertJanuary 8, 2014
In accordance with provisions of the Jumpstart Our Business Startups Act, enacted in 2012, the staff of the Securities and Exchange Commission recently published a report on its review of disclosure requirements under SEC Regulation S-K.
- Client AlertClient AlertSeptember 19, 2013
On September 18, 2013, in accordance with provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission proposed an executive compensation disclosure rule that, if adopted, will require public companies to calculate and disclose in certain SEC filings (1) the median annual total compensation of all employees of the company, excluding the chief executive officer, (2) the annual total compensation of the company’s CEO and (3) the ratio of those two figures, such figures and ratio hereinafter referred to collectively, as the CEO pay ratio.
- Client AlertClient AlertAugust 2, 2013
In a recent regulatory notice, the Financial Industry Regulatory Authority, Inc. provided guidance on disclosure of fees in communications concerning retail brokerage accounts and IRAs.
- Client AlertSEC Charges School District and its Underwriter for Continuing Disclosure and Due Diligence FailuresClient AlertJuly 30, 2013
On July 29, 2013, in the first case of its kind, the Securities and Exchange Commission charged West Clark Community Schools, an Indiana school district, with falsely stating in an official statement that the school district was fully compliant with its duty to provide annual financial reporting and material event notices as required by prior continuing disclosure undertakings.
- Client AlertClient AlertAugust 1, 2012
The Municipal Securities Rulemaking Boards Interpretative Guidance on Underwriter Fair Dealing Obligations contained in Notice 2012-25 will become effective for bonds sold on or after August 2, 2012. The Notice imposes expansive code of conduct and disclosure requirements on underwriters of municipal securities under the “fair dealing” provisions of MSRB Rule G-17, which provides in pertinent part:
“In the conduct of its municipal securities activities, each broker, dealer and municipal securities dealer shall deal fairly with all persons and shall not engage in any deceptive, dishonest, or unfair practice.”
- Client AlertClient AlertJuly 19, 2012
The Securities and Exchange Commission recently approved the Municipal Securities Rulemaking Boardʼs proposed interpretative notice on the obligations of underwriters to municipal securities issuers under the fair dealing and anti-fraud provisions of MSRB Rule G-17. The Notice establishes a comprehensive code of conduct for underwriters in their dealings with municipal entities and imposes detailed disclosure obligations relating to the underwriterʼs role, compensation, and conflicts of interest, as well as the risks associated with complex municipal securities financings. The Notice takes effect on August 2, 2012.
- Client AlertClient AlertJune 4, 2012
The Municipal Securities Rulemaking Board (“MSRB”) recently issued a notice seeking comments on a concept proposal that would require underwriters and municipal advisers to publicly disclose on the MSRBʼs Electronic Municipal Market Access (“EMMA”) system whether they have made or received certain payments in connection with new issues of municipal securities.
- Client AlertClient AlertMay 14, 2012
On May 4, 2012, the Securities and Exchange Commission approved the Municipal Securities Rulemaking Boardʼs proposed interpretative guidance on the obligations of underwriters to municipal securities issuers under the fair dealing and anti-fraud provisions of MSRB Rule G-17. The guidance establishes a comprehensive code of conduct for underwriters in their dealings with municipal entities and imposes detailed disclosure obligations relating to the underwriterʼs role, compensation, and conflicts of interest, as well as the risks associated with complex municipal securities financings. The guidance also addresses underwritersʼ representations to issuers, review of official statements, and compensation, as well as fair pricing retail order periods. The guidance will be effective on August 2, 2012.