White Papers & SEC, FINRA Comment Letters

The LeGaye Law Firm P.C. - Financial Services Compliance, Houston, Texas

Tel: 281.367.2454

- Email Us
- Make a Payment

2002 Timberloch Drive, Suite 200
The Woodlands, TX 77380
Tel: (281) 367-2454
Fax: (866) 338-6353
Email (click here)
Make a payment

9/7/2012

SEC Comment Letter - JOBS Act - Crowdfunding

Set forth below are our comments related to Title III of the JOBS Act. The JOBS Act focused on increasing American job creation and economic growth, relying in part on provisions relating to securities offered or sold through "crowdfunding." As a primary focus of The LeGaye Law Firm PC is the representation of professionals in the securities industry with respect to regulatory compliance and securities law matters, we respectfully offer the comments set forth below in response to the Securities and Exchange Commission's (Commission) invitation for the public to submit comments before enabling rules for the JOBS Act are proposed.

8/31/2012

FINRA Comment Letter - Regulatory Notice 12-34 Crowdfunding

The Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 12-34 (Regulatory Notice) seeking comments on proposed regulation of Crowdfunding Activities by FINRA member firms. The comments requested are directly related to recently passed legislation, The Jumpstart Our Business Startups Act (JOBS Act). The JOBS Act focused on increasing American job creation and economic growth, relying in part on provisions relating to securities offered or sold through crowdfunding. To that end, FINRA is soliciting public comment on the appropriate scope of FINRA rules that should apply to member firms engaging in crowdfunding activities, either as funding portals or as brokers.

As the primary focus of The LeGaye Law Firm PC is the representation of professionals in the securities industry with respect to regulatory compliance and securities law matters, we respectfully offer the comments set forth below in response to the Regulatory Notice. The opinions expressed herein are our own and do not necessarily reflect the opinions of any of our clients.

View FINRA Regulatory Notice 12-34

3/14/2011

FINRA Comment Letter - Rule 5122 Member Participation in Private Placements

On January 11, 2011, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 11-04 (Regulatory Notice) seeking comments on its proposal to amend its rules governing member participation in private placements through a proposed amendment to FINRA Rule 5122 (Proposed Rule Amendment"). As stated by FINRA in the Regulatory Notice, the Proposed Rule Amendment is meant to provide investors with additional protection from fraud and abuse, by expanding Rule 5122 to reach all private placements in which a member firm participates-not just those in which the member firm (or its control entity) is the issuer.

While we believe that the intent of the rule as set forth in the Regulatory Notice is honorable} we also believe that the sponsors and issuers of private placements are already subject to federal and state regulations} and as a result, a number of our clients have expressed numerous concerns that are discussed...

View FINRA Regulatory Notice 11-04

6/23/2010

White Paper - IA Registration and Regulatory Issues

Companies and individuals who provide investment advice to others are generally subject to regulation by federal and or state securities regulators. Therefore, before providing financial advice to anyone, prospective advisers must determine whether registration is required, and if so, what type of registration is appropriate. Where registration is required, it is critical to understand the regulatory requirements related to that registration as well as the on-going regulatory obligations, as the regulatory environment is complex and the ramifications of non-compliance are significant.

This discussion does not purport to address all aspects of the advisory industry or all regulatory requirements affecting an Investment Adviser, as such, it is important to note that this discussion is a summary of key issues we believe material, and is provided for discussion purposes only. The matters affecting the registration and on-going operations of an Investment Adviser are complex and this discussion is not a substitute for engaging legal counsel or any other specialized professionals to discuss all of the facts regarding your proposed activities and individual situation.

5/10/2010

White Paper - Dual Registration and FINRA Supervision

As the financial services industry has evolved, the supervision of registered persons that are dually registered or affiliated, either with another broker-dealer, an investment adviser or other financial services firm has become increasingly complex. While FINRA speaks regularly about how there is no “one size fits all” approach to compliance, it is clear that supervisory issues related to dual registration have made a standard approach to supervision of these activities an exception. This article focuses specifically on dual affiliations with registered investment advisers. However, note that the concepts related to the supervision of outside investment advisory activities have also been utilized by FINRA to address the sale of variable annuities, promissory notes and the supervision of life settlements. Thus, the same analysis and process should be applied to the approval of any outside business of securities activities.

1/29/2009

FINRA Comment Letter - Rule 2040 - Payments to Non-Registered Persons

On December 2,2009, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 09-69 (Regulatory Notice) seeking comments on its proposal to amend its rules governing payments to unregistered persons through a proposed FINRA Rule 2040 (Proposed Rule); which is available at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p120480.pdf.As stated by FINRA in the Regulatory Notice, the Proposed Rule is meant to streamline the provisions of current: (i) NASD Rule 1060(b) (Persons Exempt from Registration); (ii) Rule 2410 (Net Prices to Persons Not in Investment Banking or Securities Business); (iii) Rule 2420 (Dealing with Non-Members); (iv) IM-2420-1 (Transactions Between Members and Non-Members) and IM-2420-2 (Continuing Commissions Policy); NYSE Rule 353 (Rebates and Compensation); and (v) NYSE Rule Interpretations 345(a)(i)/01 (Compensation to Non-Registered Persons); /02 (Compensation Paid for Advisory Solicitations); and /03 (Compensation to Non-Registered Foreign Persons Acting as Finders).

While the intent of the Proposed Rule may generally more directly align the rules on the payments made by a FINRA member firm to a non-member firm with that ofthe SEC and SEC staff interpretations of broker-dealer registration requirements, our clients have expressed a number of concerns that are discussed...

View FINRA Regulatory Notice 09-69