Market Regulation

This Note discusses issues that companies should consider and actions companies should undertake when it plans to change transfer agents.  

This Note reviews credit ratings, the operations of the nationally recognized statistical rating organizations (NRSROs) and the SEC's proposed and adopted rule amendments  for NRSROs (including those required by the adoption of the Dodd-Frank Act).  An NRSRO is a credit rating agency that has registered as such with the SEC.  On May 18, 2011, the SEC proposed rules under the Dodd-Frank Act intended to increase transparency in and improve the integrity of credit ratings, in particular the credit ratings of structured finance products such as asset-backed securities (ABS). The proposed rules would amend existing rules governing credit ratings and NRSROs to improve the accuracy of credit ratings applied to structured financial products and minimize the mismanagement of risk by financial institutions and investors. See Legal Update, SEC Proposes Rules on Credit Ratings by NRSROs and Creates New ABS Due Diligence Requirements. This Note will be updated to reflect these rules after they have been adopted in final form by the SEC.

This Note discusses broker-dealers' affirmative obligation to conduct a reasonable investigation when recommending securities sold in offerings exempt from SEC registration under Regulation D of the Securities Act of 1933. The Note explains the FINRA rules and broker-dealer specific interpretations of the securities laws that impose this obligation. The Note also provides guidance on broker-dealer reasonable investigations in light of the Financial Industry Regulatory Authority's Regulatory Notice 10-22 and related enforcement actions.

This Note discusses the general principles of margin lending, how margin loans are regulated and consequences of not abiding by the margin rules.

An overview of the so-called NASDAQ 20% rule requiring stockholder approval before a listed company can issue twenty percent or more of its outstanding common stock or voting power.  This Note examines how to apply the rule, make calculations under the rule, claim an exception under the rule and structure transactions to avoid or defer stockholder approval.  This Note also offers tips for working with NASDAQ to avoid unnecessary delays.  This Note can be used by companies and practitioners before any issuance of common stock, other equity with voting rights or convertible securities and warrants.  It is especially useful for smaller reporting companies, many of which are listed on NASDAQ and also for mid-cap and large-cap companies accepting large equity investments.

This Practice Note gives an overview of Regulation M, focusing on the restrictions it places on underwriters, issuers and selling securityholders, and affiliates of these parties, in certain securities offerings (Rule 101 and Rule 102). It explains Regulation M's provisions permitting NASDAQ passive market making and stabilization in securities offerings (Rule 103 and Rule 104). It also discusses the restrictions on short selling before certain public offerings (Rule 105).

An overview of the process of how shares of common stock of public companies are held, traded through the Depository Trust Company (DTC) system and transferred between transfer agents and securities intermediaries (broker-dealers and banks). This Note includes a series of flowcharts illustrating the process. This Note also includes an overview of the mechanics of the proxy voting process for registered and beneficial owners. 

This Practice Note discusses key considerations for a company choosing a stock exchange internationally for an initial public offering. The Note discusses general considerations for a company choosing a listing venue, as well as key advantages and challenges of listing on the New York Stock Exchange (NYSE), The NASDAQ Stock Market, the Main Market of the London Stock Exchange (LSE) and the Main Market of the Stock Exchange of Hong Kong (HKSE). It also considers the potential impact the Jumpstart Our Business Startups Act (JOBS Act) may have on listings on US exchanges.

This Standard Document is a form of FINRA Questionnaire and can be used in registered securities offerings to help collect and verify information relating to underwriter compensation and conflicts of interest from the underwriters of the Offering.  This information will help counsel make necessary filings with FINRA to obtain a no objections letter so that the offering may proceed or, if applicable, verify that the offering is exempt from filing.  This Standard Document has integrated notes with important explanations and drafting tips.

Standard Clauses that can be used as sample contractual language when structuring a securities transaction to avoid or defer stockholder approval required by NASDAQ's 20% rule. NASDAQ requires stockholder approval before a listed company can issue twenty percent or more of its outstanding common stock or voting power. These Standard Clauses can be used as a starting point in drafting provisions in indentures, convertible securities, warrants, preferred stock certificates of designation and securities purchase agreements. These Standard Clauses have integrated notes with important explanations and drafting tips.

This Checklist provides a quick reference guide to help in making materiality determinations under securities and disclosure laws and rules, includes important questions to ask and highlights key areas where information is often found to be material, requiring careful attention and perhaps public disclosure. 

This chart outlines the rating categories of Standard & Poor's Ratings Services, Fitch Ratings and Moody's Investor Services for corporate debt lasting more than 12 months (long-term debt), together with an explanation of what each category means.

The SEC recognizes the market and investors obtain valuable information about issuers and their securities from research analysts. However, the rules of FINRA and the NYSE governing research reports of analysts may inhibit research coverage after the completion of an IPO or even a follow-on offering by a public company. This chart summarizes several significant SEC non-exclusive safe-harbors concerning research reports − Rule 137, Rule 138 and Rule 139 of the Securities Act of 1933.

A look at the JOBS Act a year after its signing, including PLC resources on the widespread changes in the law and the market it led to in its first year and guidance on the provisions that have yet to be implemented.

On May 22, 2012, Practical Law Company and Morrison & Foerster LLP presented How Will the JOBS Act Affect Non-US Issuers, a one hour webinar on the practical implications of the Jumpstart Our Business Startups Act on foreign private issuers and their capital markets transactions and disclosure obligations in the US. You can access the recorded webinar here (registration required to view recorded webinar). You can download the webinar slides by clicking the PDF link below.

Although characterized in the press as principally addressing the needs of small and micro-cap companies, provisions in the JOBS Act are applicable to a broad range of both domestic and foreign companies. Companies without ready sources of capital in today's regulatory environment may realize significant benefits from a broadened menu of capital formation alternatives.

This Article considers how proposed rules implementing the Volcker Rule would affect the worldwide operations of foreign banking organizations with a branch or agency in the US.

This Article considers the shortcomings in the prime brokerage model revealed by the collapse of Lehman Brothers, and examines the contractual issues highlighted by the fallout and the subsequent market response.

An overview of US investment adviser registration requirements under the Investment Advisers Act of 1940 (Advisers Act). Please note that this Article reflects the law only as of the Article's publication date. It does not reflect changes to the registration and reporting and recordkeeping requirements of the Advisers Act made by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Professor Steven M. Davidoff writes on proposed reinstatement of a rule restricting short selling in response to the financial crisis.

The NYSE proposed a rule change that would remove Section 312.07, which establishes voting requirements for proposals requiring shareholder approval, from its Listed Company Manual.

Following its release this February of FAQs clarifying the availability of an exemption from broker-dealer registration created by Title II of the JOBS Act, the SEC's Division of Trading and Markets has granted no-action relief to a funding platform that currently appears to be complying with the exemption.

The SEC released an overview for foreign issuers that provides information about what is required of foreign private issuers to access US capital markets.

The SEC approved NASDAQ's listing standards relating to the independence of compensation committees, compensation consultants and other compensation advisers.

The SEC approved amendments to the NYSE Listed Company Manual creating a uniform method for companies to provide notice of certain events and making other changes.

The SEC will hold a staff roundtable on February 5, 2013 to evaluate the impact of tick sizes on the securities markets.

On December 3, 2012 FINRA released a set of FAQs on Rule 5123.

New FINRA Rule 5123, requiring notice filings for certain private placements, becomes effective Monday, December 3, 2012.

The Depository Trust & Clearing Corporation (DTCC) and the Securities Transfer Association (STA) agreed to a protocol for the replacement of security certificates that were damaged or destroyed by Hurricane Sandy.

The NYSE proposed amendments to its Listed Company Manual that would create a uniform, web-based method for companies to give the NYSE notice when required to do so under certain provisions of the Manual. The amendments would also reduce the number of copies of a proxy statement a listed company must submit to the NYSE from six to three.

NASDAQ proposed rule changes to comply with the SEC's requirement to have independent compensation committees. The new listing standards require, among other things, a standing compensation committee of at least two independent members and outline factors that would disqualify board members from the compensation committee.

The SEC staff published a report to Congress on credit rating standardization, as required under the Dodd-Frank Act.

On August 31, 2012, the SEC issued a new fee rate advisory for fiscal year 2013.

The SEC released a study on the effect of the shift to decimal pricing of securities on the number of IPOs and on liquidity of small and middle capitalization company securities. The study was required by the JOBS Act.

FINRA announced that it is accepting public comments on the appropriate scope of FINRA rules that should apply to member firms engaging in crowdfunding activities under the JOBS Act.

FINRA proposed a rule change increasing filing rates and maximum fees for filing documents under Rule 5110.

FINRA requested comments on proposed amendments to FINRA Rule 5110, its corporate financing rule.

The SEC's Division of Trading and Markets issued FAQs providing guidance on the crowdfunding intermediary provisions of the JOBS Act.

The SEC issued an order extending the dates for broker-dealer compliance with the large trader recordkeeping, reporting, and monitoring requirements of Rule 13h-1 under the Exchange Act. Additionally, the SEC permanently exempted a number of capital markets transactions from Rule 13h-1's definition of "transaction" for determining whether a person is a large trader.

The New York Stock Exchange issued an information memo on the application of NYSE Rule 452 to certain types of corporate governance proxy proposals.

The SEC published a notice and order requesting comments on Partial Amendment No. 1 to FINRA's proposed Rule 5123.

NASDAQ proposed an alternative to the $4 initial listing bid price requirement for the NASDAQ Capital Market. This alternative will permit companies to list with a minimum $2 price if they meet additional listing requirements.

The SEC has issued a summary of the major functions to be continued and discontinued if the federal government shuts down on December 17, 2011.

Under new Rule 13h-1 under the Securities Exchange Act of 1934, large traders, as defined in the rule, must register with the SEC by December 1, 2011. 

On October 4, 2011, FINRA proposed new Rule 5123 to ensure that investors in private placements have detailed information about the anticipated use of proceeds, the offering expenses and the offering compensation.

An update on the national securities exchanges and FINRA's proposed revisions to their market-wide circuit breakers, which were filed with the Securities and Exchange Commission on September 27, 2011.  The revisions respond to concerns about the existing market-wide circuit breakers raised by the flash crash of 2010. 

On September 19, 2011, the SEC proposed a rule under the Dodd-Frank Act that would prohibit underwriters, sponsors and other parties involved in the creation and distribution of asset-backed securites (ABS) from engaging in transactions that would create or result in a material conflict of interest with any investor in the ABS.

The Federal Reserve Board proposed rules that would permit securities holding compies to elect to be supervised by the Federal Reserve.

An update on FINRA's and NASDAQ's extension of the circuit breaker pilot program and FINRA's, NASDAQ's and NYSE's clearly erroneous trade pilot program until January 31, 2012. The proposed extensions are effective on filing, subject to a 30-day operative delay period that the SEC may waive.

An update on the SEC's re-proposed rules outlining the requirements for shelf registration eligibility for asset-backed securities (ABS), replacing its proposed April 2010 revisions to Regulation AB (Reg AB).

An update on an interim final rule and exemptive order issued by the SEC further clarifying which US securities laws will apply to security-based swaps when the core provisions of Title VII of the Dodd-Frank Act take effect on July 16, 2011. The SEC also extended temporary exemptions for certain credit default swaps until related final rules become effective, and provided limited exemptions from certain Dodd-Frank clearing agency registration requirements.

An update on the SEC approving final rules and rule amendments under the Investment Advisers Act of 1940 to implement provisions under Title IV of the Dodd-Frank Act relating to new SEC registration and reporting requirements for certain investment advisers to private funds, new exemptions to the registration requirement and related definitions.

An update on the SEC approval of a proposed amendment to FINRA Rule 5131 (New Issue Allocations and Distributions) to simplify the spinning provisions and delay the date to implement Rule 5131(b) and Rule 5131(d)(4).  

An update on the SEC's request for public comments on proposed alternative short sale disclosure regimes as part of a study mandated by the Dodd-Frank Act.

An update on the proposed amendment to the New Issue Allocations and Distributions Rule to simplify the spinning provision and delay the implementation date of Rule 5131(b) and Rule 5131(d)(4).

An update on changes by NYSE to its listing fees for certain securities trading on NYSE Bonds.  The new fees become effective July 1, 2011.

An update on the extension of the circuit breaker and clearly erroneous trade pilot programs until the earlier of August 11, 2011 or the effectiveness of a "limit up-limit down" mechanism for controlling excessive market volatility.  The proposed extension is effective on filing, subject to a 30-day operative delay period that the SEC may waive.

An update on an SEC proposed rule to remove references to credit ratings from certain rules and forms under the Investment Company Act and Securities Act. The affected rules and forms apply to money market funds, funds that enter into certain repurchase agreements, certain business and industrial development companies and shareholder reports of mutual funds, closed-end funds and certain insurance company separate accounts that offer variable annuities.

An update on a proposal from NASDAQ to adopt Rule 4763 to implement the amendments to Regulation SHO.

An update on the SEC submitting a study to Congress recommending that the SEC establish a uniform fiduciary standard for investment advisers and broker-dealers when providing investment advice about securities to retail customers.

An update on the SEC's delay in implementing certain Dodd-Frank Act provisions owing to Congressional budget uncertainty.

An update on an SEC fee rate advisory on the effective date of certain fee rate changes for fiscal year 2011.

An update on FINRA and the national exchanges filing proposed rules with the SEC to extend the effective date for the circuit breaker rules and the clearly erroneous trade rules until April 11, 2011.

An update on the Federal Reserve Board's proposed rule to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that give banking firms a defined period of time to conform their activities and investments to the so-called Volcker Rule.

An update on a proposal from NASDAQ to adopt Rule 4763 as a written policy to implement amendments to Regulation SHO.

An update on the FDIC's proposed rule clarifying how the agency would treat certain creditor claims under the new orderly liquidation authority established for certain covered financial companies by the Dodd-Frank Act.

An update on FINRA's incorporation of a new rule on the sale of securities in fixed price offerings into its consolidated rulebook.

An update on the SEC's approval of FINRA Rule 5131 prohibiting certain abuses in the allocation and distribution of shares in initial public offerings.

An update on the SEC approving on an accelerated basis NASDAQ's proposed rule change to amend Rule 2251, which prohibits members from uninstructed voting on executive compensation.

An update on NASDAQ's proposed rule change to Rule 2251, prohibiting members from voting on executive compensation unless instructed by the beneficial owner of the shares.

An update on the SEC approving on an accelerated basis the NYSE's proposed rule change on proxy voting requirements under NYSE Rule 452 and the corresponding NYSE Listed Company Manual Section 402.08 to comply with the Dodd-Frank Act.

An update on the SEC approval of FINRA's proposed rule change adopting Rule 5121 into the FINRA consolidated rulebook.

An update on the SEC requesting public comment for its study on the effectiveness of existing standards of care for brokers, dealers and investment advisers providing personalized investment advice about securities to retail investors.

An update on the conversion of EDGX Exchange, Inc. and EDGA Exchange, Inc. into registered national stock exchanges.

An update on the SEC extending the comment period for its proposed rule to eliminate the flash order exception to Rule 602 of Regulation NMS.

An update on the SEC and Canadian securities regulators entering into a Memorandum of Understanding regarding mutual assistance in overseeing regulated entities operating on a cross-border basis in the US and Canada.

An update on the SEC's approval of rules to implement trading circuit breakers across national securities exchanges and FINRA.

An update on the Financial Industry Regulatory Authority's (FINRA) adoption of a rule on reduced prices in fixed price offerings.

An update on the SEC announcing proposed rules to implement trading circuit breakers across national securities exchanges and FINRA.

An update on the SEC's new fee rate advisory for fiscal year 2011.

An update on the SEC approving the registration of EDGX Exchange, Inc. and EDGA Exchange, Inc. as national securities exchanges.

An update on the SEC's adoption of a new alternative uptick rule which places restrictions on short selling when a stock is experiencing significant downward price pressure.

An update on the SEC's proposed amendments to Rule 10b-18 and its safe harbor provision for issuers repurchasing their common stock.

An update on a federal District Court's denial of motions to dismiss the SEC's first ever enforcement action alleging insider trading in credit default swaps.

An update about the SEC's changes to the custody rules that apply to investment advisers.

An update on the House passage of the Wall Street Reform and Consumer Protection Act.

An update on proposed amendments by the SEC to impose additional annual reporting requirements on nationally recognized statistical rating organizations (NRSROs).

An update on revisions to forms and letters under the NYSE rules to reflect changes in broker discretionary voting rules.

An update on the SEC's extension of NYSE's Pilot Program to amend certain of the continued listing requirements in its Listed Company Manual.

An update on the SEC's publication of Fee Rate Advisory #3 for Fiscal Year 2010.

An update on steps the SEC took this week aimed at improving its oversight of credit rating agencies.

An update on a new draft of the Private Fund Investment Advisers Registration Act that differs from the prior draft released earlier this year by exempting venture capital funds from compliance.

An update on a plan by Senator Dodd to create a single bank regulator which conflicts with regulations supported by President Obama and Representative Frank.

An update on the formation of the SEC Division of Risk, Strategy and Financial Innovation and appointment of Henry T.C. Hu as its Director. 

An update on a report released by the SEC inspector general urging the increased regulation of the credit rating agency industry.

An update on NASDAQ filing a proposed rule change to eliminate flash orders.

An update on the insider trading case brought by the SEC against Mark Cuban.

An update on the SEC seeking public comment on its public uptick rule.

An update on the SEC's final rule that delegates authority to the Director of the Division of Enforcement to issue formal orders of investigation.

An update on the SEC's first enforcement actions taken for violations of its rules to prevent abusive "naked" short selling.

An update on the SEC's publication of a proposed rule on political contributions by investment advisers intended to ban "pay to play" practices.

An update on the Obama administration's proposed legislation to regulate systemic risk in the financial industry.

An update on the Obama administration's proposed legislation to reform the regulation of credit rating agencies.

An update on a FINRA notice providing guidance from the SEC on the treatment under Exchange Act Rule 15c3-1 (Net Capital) and Rule 15c3-3 (Reserve Formula) of senior unsecured debt securities issued under the FDIC's Temporary Liquidity Guarantee Program (TLGP).

An update on the dismissal of the insider trading case brought by the SEC against Mark Cuban.

An update on the Obama administration's proposed legislation requiring that hedge funds register with the SEC.

An update on an SEC vote to propose amendments to Rule 15c2-12 to enhance mandatory disclosures related to the sale of municipal securities.

An update on NASDAQ's proposal to extend the temporary suspension of the application of the continued inclusion bid price and market value of publicly held shares requirements for listing on the NASADQ stock market through July 31, 2009.

An update on a study of credit default swap (CDS) clearing processes that finds potential weaknesses in some US and international bankruptcy laws relating to collateral recovery.

An update on the SEC's notice of immediate effectiveness of a proposed extension to the suspension of the NYSE's minimum $1 stock price continued listing requirement through July 31, 2009.

An update on Treasury Secretary Tim Geithner's Congressional testimony on the Obama adminstration's plan for regulating over-the-counter (OTC) derivatives.

An update on the NYSE's proposal to extend the suspension of its minimum $1 stock price continued listing requirement through July 31, 2009.

An update on an SEC order granting exemptions from Section 6(h)(1) and Section 15(a)(1) of the Exchange Act to certain persons effecting transactions in security futures that are traded on, or subject to the rules of, foreign boards of trade.

An update on the Securities and Exchange Commission's vote to propose rule amendments designed to strengthen the regulatory framework for money market funds.

An update on Senate testimony by SEC Chairman Mary Schapiro and Commodity Futures Trading Commission Chairman Gary Gensler on proposals to expand their agencies' regulatory authority over the market over-the-counter swaps and derviatives market.

An update on a report by the International Organization of Securities Commissions (IOSCO) on principles for the effective regulation of short selling.

An update on the SEC approving FINRA's proposed rule change to modernize Rule 2720 on conflicts of interest.

An update on FASB's publication of new Financial Accounting Statements No. 166, Accounting for Transfers of Financial Assets, and No. 167, Amendments to FASB Interpretation No. 46(R).

An update on Commodity Futures Trading Commission (CFTC) Chairman Gary Gensler's testimony before the Senate Agriculture Committee, in which he outlined the CFTC's proposal for a comprehensive regulatory framework for over-the-counter (OTC) derivatives.

An update on a report by the Depository Trust & Clearing Corporation that Omgeo and EuroCCP announced they are jointly developing a clearinghouse for hedge fund-dealer derivatives trades to mitigate counterparty and operational risk and inefficiency.

An update on the SEC's approval of a proposed Financial Industry Regulatory Authority (FINRA) to extend its authority under its cease and desist pilot program.

An update on a rule filing by FINRA to amend NASD IM-2110-2 (Trading Ahead of Customer Limit Order) to clarify the scope of members' minimum price improvement obligations.

An update on the FSA's decision to extend its disclosure obligation related to the short selling of stocks in certain UK financial sector companies.

Funds negotiating derivatives and prime broker agreements with dealers are demanding greater care and oversight with respect to their posted collateral.

An update on the FINRA proposal to implement margin requirements for certain transactions in credit default swaps on a pilot program basis through September 25, 2009.

An update on the SEC's proposed amendments to the custody rules that apply to investment advisers.

An update on rule changes proposed by The Depository Trust Company, Fixed Income Clearing Corporation and the National Securities Clearing Corporation regarding members' compliance with Office of Foreign Assets Control (OFAC) economic sanctions and embargo programs.

An update on a proposed rule change by the Financial Industry Regulatory Authority, Inc. (FINRA) to adopt an NASD rule relating to customer account statements (with certain changes) as FINRA Rule 2231 in the Consolidated FINRA Rulebook.

An update on the Financial Industry Regulatory Authority, Inc.'s (FINRA) changes to Forms U4 and U5 and FINRA Rule 8312 (BrokerCheck Disclosure).

An update on a speech by SEC Chairman Mary Schapiro, in which she outlined a proposal for rules to strengthen the custody controls that apply to investment advisers.

An update on a proposed rule change by FINRA to amend Rule 2720, which regulates potential conflicts of interest that exist with respect to the pricing of public offerings and the conduct of due diligence when a member participates in such offerings.

An update on a speech by SEC Chairman Mary Schapiro, in which she outlined a proposal for a new federal system of financial regulation.

An update on a proposed rule change by FINRA that would require members to create a contemporaneous record of certain customer and order information when they intend to rely on the unsolicited customer order exemption of Exchange Act Rule 15c2-11.

An update on the SEC's first insider trading enforcement action involving credit default swaps.

An update on the implementation of an extra penalty on settlement fails in transactions in US Treasury securities.

An update on a proposed rule change filed by the NYSE to amend its requirements for listed companies related to the immediate release of material news and information.

An udpate on a proposed rule change by NASDAQ to modify the procedures that are followed when a company falls below certain listing requirements.

An update on the International Accounting Standards Board (IASB) setting a timetable for the publication of a proposal to replace IAS 39 and releasing the results of its accelerated consultation regarding recent staff positions from the Financial Accounting Standards Board (FASB) covering fair value and impairment.

An update on the SEC's approval of FINRA's proposed rule change creating a new limited registration category for investment bankers.

An update on a FINRA proposed rule change to add government agency debt securities and primary market transactions to TRACE.

An update on a proposed rule change by the NYSE to its Listed Company Manual which permits companies to comply with the NYSE's immediate release policy by distributing information by any Regulation FD compliant method.

An update on the SEC's unanimous vote to issue proposals to revive restrictions on short sales in equity securities. The SEC indicated that its release would seek comment on five proposed rules that adopt two alternative approaches to short sale restrictions.

An update on NASDAQ's proposal to extend the temporary suspension of the application of the continued inclusion bid price and market value of publicly held shares requirements for listing on the NASADQ stock market through July 19, 2009.

An update on the London Stock Exchange (LSE) launching a new central counterparty for trading depositary receipts on the LSE's International Order Book.

An update on SEC Chairman Mary Schapiro's testimony before the US Senate Committee on Banking, Housing and Urban Affairs.

An update on a proposed rule change by FINRA to establish procedures expediting the administration of promissory note cases.

An update on the SEC approval of FINRA's proposed rule change meant to strengthen safeguards against fraud and abuse prevention in transactions involving unlisted and higher risk securities.

An update on the Treasury Department's recent announcement of the details of the Public-Private Investment Program.

An update on FINRA's release of formal guidance concerning its investigation and enforcement process.

An update on a proposed rule change by FINRA relating to margin requirements for certain transactions in credit default swaps.

An update on the new effective date for the National Market System Plan for the Selection and Reservation of Securities Symbols.

An update on the SEC's approval of NYSE Alternext's proposed rule change to revise its listing fees.

This is an update on public statements regarding potential adoption of a new SEC rule relating to the timing of short selling.

This is an update on the upcoming roundtable discussion of credit rating agencies to be held by the SEC on April 15, 2009.

An update on a request by the Municipal Securities Rulemaking Board to the Treasury Department to extend the Temporary Guarantee Program for Money Market Funds.

An update on NASDAQ's proposed changes to its options rules which eliminate certain listing criteria.

An update on the Ninth Circuit Court of Appeals' holding that the Delaware carve-out exception to the Securities Litigation Uniform Standards Act of 1998 applied in a claim brought by shareholders of a company against the investment bank that rendered the fairness opinion.

An update on a NYSE proposed rule change to provide the NYSE the power to temporarily suspend certain requirements relating to closings of securities.

An update on the SEC issuing an order approving the Depository Trust Company's proposed rule change regarding modifications to end-of-day settlement procedures.

An update on the SEC's approval of a FINRA rule relating to the supervision of "market letters" as correspondence rather than sales literature.

An update on the SEC's new rules and proposals for new rules for credit rating agencies.

An update on a draft bill in the House of Representatives to ban trading in "naked" credit default swaps.

An update on a bill introduced in Congress that would require the registration of hedge funds with the SEC.

This is an update on amendments to FINRA rules relating to motion practice in arbitrations, which had been approved by the SEC.

An update on FINRA's proposed rule change to adopt a new set of consolidated rules governing financial responsibility of members.

An update on the SEC's approval of FINRA's rule change to amend the arbitration procedure codes for customer and industry disputes.

An update on a revised FINRA rule proposal on reporting and other requirements for private placements of unregistered securities issued by members.

An update on the confirmation hearing for President-elect Obama's nominee for the head of the SEC.

An update on the DTCC's website which will now include expanded CDS weekly trading activity data released from the Trade Information Warehouse.

An update on the Depository Trust and Clearing Corporation providing non-discriminatory support to central counterparty solutions for credit default swaps.

An update on a proposed rule change by the NYSE relating to fees payable in connection with listing certain securities on NYSE Bonds.

An update on the SEC approval of FINRA rule change to amend the Submission Agreement and related rules of the Codes of Arbitration Procedure for Customer and Industry Disputes.

An update on the failure of a plan for a derivatives clearinghouse in Europe.

An update on FINRA's proposed consolidated rule governing information and data reporting and filing requirements.

An update on a proposal by the UK's Financial Services Authority to extend the short selling disclosure regime and not to renew the ban on the short-selling of UK financial industry stocks.

An update on FINRA fining E*Trade entities for failing to implement adequate anti-money laundering programs.

An update on the SEC's approval of the proposal from NYSE Euronext Liffe to provide a centralized of credit default swaps with LCH.Clearnet.

An update on the first credit default swap clearinghouse.

An update on an Executive Order signed by President Bush closing most executive departments and agencies of the federal government, including the SEC, for Friday, December 26, 2008.

An update on the SEC charge against Siemens AG for violations of the Foreign Corrupt Practices Act.

An update on the DTCC's guidance on cost basis reporting requirements.

FINRA has issued an information notice on the continuing application of NASD Rules and the Incorporated NYSE Rules after the new consolidated FINRA Rules, approved by the SEC in August and September 2008, take effect on December 15, 2008.

An update on the SEC's approval of a Depository Trust Company (DTC) rule filing which eliminates the issuance of physical certificates to confirm certain Withdrawals by Transfer.

An update on new rule changes approved by the SEC to designate the Municipal Securities Rulemaking Board as the central repository for ongoing disclosures by municipal issuers and to make those disclosures available for free online.

An update on the SEC's new rules for credit rating agencies.

An update on an open letter released by the SEC about registered firms' compliance programs.

An update on the Ninth Circuit Court of Appeals dismissal of 10b-5 claims against InVision Technologies, Inc. The claims were based on misstatements in a merger agreement filed with the SEC as an exhibit to InVision's annual report on Form 10-K.

This is a summary of temporary new rules issued by the SEC for money market funds that have "broken the buck" and are participating in the Department of Treasury's temporary guaranty program.

This is an update on an SEC opinion interpreting NASD Rule 3040.