MONTH-IN-BRIEF (May 2019)
Securities Regulation
FINRA’s Corporate Financing Rule
By Anna Pinedo, Mayer Brown
Recently, the Financial Industry Regulatory Authority, Inc. (FINRA) refiled with the Securities and Exchange Commission proposed rule changes to its Corporate Financing Rule, which is Rule 5110. This new set of changes addresses a number of areas, including the filing requirements under the rule, the requirements applicable to shelf takedown, the items of value deemed part of underwriting compensation, the various exceptions available for venture capital exceptions, and lock-up restrictions.
SEC Disclosure Effectiveness Testing Act
By Anna Pinedo, Mayer Brown
The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act. The legislation would require that the Securities and Exchange Commission engage in investor testing of any new disclosure intended for retail investors. The testing should include a qualitative testing in the form of one-on-one interviews with retail investors, as well as a nationwide survey of retail investors. The testing results would be required to be made public. It would also require that the SEC review and test the usability of its existing disclosures for retail investors, including mutual fund disclosures. The reviews and tests would be required prior to the SEC adopting a final rulemaking. This would seem to require, if it were passed, for the SEC to conduct testing before proposed disclosure requirements are adopted as part of a final Regulation Best Interest. The Consumer Federation of America and other consumer groups support the legislation.
