Meagan Griffin

Recent SEC Enforcement Action Highlights the Importance of Robust MNPI Policies in CLO Trading In a significant enforcement action, the U.S. Securities and Exchange Commission (SEC) has sanctioned a private fund manager for failing to implement adequate policies and procedures to prevent the misuse of material nonpublic information (MNPI) while trading securities issued by collateralized loan obligation vehicles (CLOs). This case underscores the SEC’s focus on credit managers and emphasizes the importance of strong compliance frameworks for preventing MNPI violations in CLO trading. https://lnkd.in/eFRMeihK

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Jacko Law Group Regulatory Tip of the Week by Michelle L. Jacko FINRA Reminds Member Firms that Regulatory Rules Apply to Use of Generative AI In June 2024, FINRA reminded firms that laws regulating the use of technology and tools used in the trade must be applied to Generative AI. No new regulations have been introduced, and member firms that utilize Generative AI must adapt and apply existing laws to meet compliance requirements. Those regulations include: - Oversight: Continuous human supervision and monitoring if using AI systems. - Employee Training: Ongoing training for employees and key company personnel to ensure they are well-versed in the ethical and compliant use of AI. - Data Protection: Privacy and security protocols in place to protect customer data. - Compliance with Communication Laws: AI-generated communications must comply with FINRA’s standards to ensure that all information presented is fair and accurate. For assistance in determining if your business meets FINRA’s regulations for Generative AI use, please call 619.298.2880 or email info@jackolg.com. #FINRA #AI #jackolg

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SECURITIES ENFORCEMENT LAW: Does a Recent Settlement Signal a Change in FINRA's Approach to Restitution? by Lisa M. Colone & Christopher J. Kelly Learn more about FINRA’s new approach to ordering restitution in a recent case, which is potentially good news for respondents here: https://loom.ly/1D4zr-I #CSGLaw #ClientAlert #SecuritiesEnforcement #FINRA

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The Fifth Circuit has reinstated the nationwide injunction blocking the Corporate Transparency Act (CTA) and its Reporting Rule. As a result, the Financial Crimes Enforcement Network, US Treasury cannot enforce the CTA, and companies are not required to file their beneficial ownership information reports at this time. With the expedited appeal still in progress and no briefing schedule yet, it’s unclear how long the injunction will last or whether the Government will appeal to the U.S. Supreme Court. We will keep you informed as the situation evolves.   🔗 Learn more: https://lnkd.in/eQsV-e2T #CorporateTransparencyAct #FinCEN #LegalUpdate #BusinessCompliance ***Court Scheduling Update (as of 12/27/24, 12PM EST): The Fifth Circuit Court of Appeals has set March 25, 2025 as the date for oral argument on the merits of the case (Texas Top Cop Shop, Inc., et al. v. Merrick Garland, Attorney General of the United States, et al.), with a briefing schedule back and forth between the parties throughout February 2025. FinCEN has yet to acknowledge the latest development of the nationwide preliminary injunction being reinstated. Read more in the link above.

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Beneficial Ownership Information (BOI) Reporting – BLOCKED Again As initially reported to you, a federal court blocked Beneficial Ownership Information (BOI) reporting requirements. On December 23 the 5th Circuit federal circuit court reversed that order and required BOI reporting to proceed. Just 3 days later, the same Circuit court reversed itself and now BOI reporting requirements are suspended again.   Specifically, on December 23, 2024, the Fifth Circuit of the U.S. Court of Appeals lifted the country-wide injunction, and the deadline for reporting was reset to January 13, 2025 by the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury under the Corporate Transparency Act (CTA). As a result, there was a flurry of registrations by prudent business entities anxious to comply and avoid fines. People were rattled because the injunction was lifted with almost no notice to the public and a short deadline was set for registration, otherwise there would have been fines assessed of up to $591/day.   This same court (different judges) changed its mind 3 days later.   As a result, there is a new injunction in effect, meaning that the BOI registration requirement is suspended pending further proceedings. There is no requirement right now for registration and no deadline, until further action by courts. But, just like before, the injunction can be lifted with no notice, leaving businesses to scramble to quickly file to avoid penalties.   We will do our best to keep you informed of these changes as they arise. Special Thank You to Mary Dale with the Deitch Law Offices for the information.

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This Cooley alert covers a report from the Consumer Financial Protection Bureau on emerging online platforms’ potential financial and privacy risks, including gaming products and virtual worlds. 💡 Read more at the link below.

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NEW SEC's Names Rule Amendment DDQ is now available on the DiligenceVault platform. Section 35(d) of the 1940 Act prohibits registered investment companies from adopting names that the Commission finds are “materially deceptive or misleading.” The Names Rule requires that if a fund’s name suggests a particular type of investment or industry, at least 80% of its assets must align with that focus. This rule also applies to names suggesting tax-exempt distributions. The amended Names Rule includes: ● Coverage of names suggesting investment focus ● Rules for temporary departure from the 80% requirement ● Compliance rules for derivatives ● Compliance rules for unlisted closed-end funds and BDCs Allocators interested in assessing asset manager readiness and impact analysis, access these DDQs here: https://lnkd.in/d8aR-eiT #SEC #DueDiligence #InvestorProtection #InvestmentCompliance

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FinCen BOI reporting requirements are back with a January 13th deadline for LLCs, corporations, etc. The injunction was lifted, so the requirement stands for now; business owners should proceed with BOI filings accordingly. Big fines and even criminal penalties will apply for rule violations. Merry Christmas!🎁 #boi #fincen #business #smallbusiness

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The crypto world is pushing back hard against the U.S. Treasury’s latest regulations - so I thought it appropriate to chime in. TD 10021 expands the definition of “broker” to include websites like ChatGPT and Google—platforms that provide information, not transactions. Critics say this interpretation is a legal overreach with the potential to stifle innovation in the fast-growing digital asset space. To help orient folks, Treasury Decisions ("TDs") are formal publications issued by the U.S. Department of the Treasury, often through the IRS, to provide final regulations under the Internal Revenue Code. These decisions codify rules that implement or clarify tax laws, making them legally binding as part of the Code of Federal Regulations (CFR). At the heart of the issue: Should informational platforms really be treated the same as brokers who facilitate trades? This distinction is critical, yet the regulations blur these lines in ways that seem arbitrary and misaligned with the statute’s original intent. Are these rules paving the way for accountability, or are they a regulatory misstep? I include my opinion in the article below. #Crypto #DeFi #Treasury #Regulation #Innovation https://lnkd.in/eHUzzURm

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🧭 Navigating the Uncertainty 🧭 This article provides a critical analysis of the court’s CTA ruling and discusses its implications for U.S. and foreign entities required to disclose their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). While the ruling currently affects only a small group of business owners, it raises important questions about the scope of congressional power and the enforcement of financial regulations aimed at combating money laundering. ⭐️ Key points covered: ▶︎ The Court’s Decision ▶︎ Immediate Implications for Businesses ▶︎ Ongoing Litigation and Future Compliance Read the full article here: https://bit.ly/44vxk7Q Stay ahead with the right information! For personalized guidance and effective strategies, feel free to get in touch with our office. #BusinessLaw #FinancialRegulation #CorporateTransparency

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CFPB suggests that state privacy laws can—and should—regulate financial data: On November 12, 2024, the Consumer Financial Protection Bureau (CFPB) released a report examining the carve outs and limitations contained in comprehensive state privacy laws relating to financial institutions.  In an accompanying press release, the CFPB stated that in its assessment, “privacy protections for financial information now lag behind safeguards in other sectors of the economy.”... By: Ballard Spahr LLP #dataprotection #dataprivacy #privacy

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🚨Important Update for U.S. Companies: Beneficial Ownership Information Reporting Deadline 🚨 Starting January 1, 2024, most U.S. companies are required to report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). This new rule under the Corporate Transparency Act (CTA) aims to increase transparency and combat financial crimes such as money laundering and tax evasion. Here’s what you need to know: 🔑 Who is a Beneficial Owner? A beneficial owner is any individual who either: 1️⃣ Exerts substantial control over the company (e.g., CEO, CFO, COO), or 2️⃣ Owns or controls at least 25% of the company’s ownership interests. Spouses of Beneficial Owners may also be considered beneficial owners if applicable under state laws. 🏢 Which Companies Must Report? -Domestic or foreign corporations, LLCs, and similar entities created or registered in the U.S. -Exemptions apply to certain entities (e.g., large companies with $5M+ in revenue), but simply being inactive or unprofitable doesn’t exempt you. 📝 Required Information for Reporting: -Company’s legal name, address, and IRS Taxpayer Identification Number (TIN) -Beneficial owners’ names, dates of birth, addresses, and identification numbers (e.g., copy of passport or driver’s license) 📅 Deadline: Companies must submit an initial BOI report by January 1, 2025, and update it within 30 days if there are any changes to beneficial ownership or substantive changes to the entity (name, address, etc.). 💡 Penalties for Non-Compliance: -Civil penalties of up to $591 per day for willful violations -Criminal penalties may include up to 2 years in prison and $10,000 in fines 🔒 Who Can Access This Information? BOI will be stored in a secure, non-public database, but certain agencies, including law enforcement and financial institutions, may access it for regulatory and compliance purposes. 👉 Key Takeaway: Make sure your company complies with these new reporting requirements by the deadline to avoid penalties. The CTA is designed to increase transparency and prevent the misuse of anonymous companies for illicit activities. 💬 If you’re unsure about your company’s reporting obligations, need guidance on how to comply or would like us to file for you, please phone 808-444-3711 to discuss your reporting requirements and ensure you're ready for the January 1, 2025, deadline. #FinCEN #BeneficialOwnership #CorporateTransparency #BOIReporting #Compliance #CorporateLaw #CTA #Transparency #FinancialCrimes #LegalCompliance

The Consumer Financial Protection Bureau (CFPB) has taken a significant step with the release of the final version of the Personal Financial Data Rights Rule. This new regulation mandates that financial institutions, credit card issuers, and payment facilitators, including mobile wallets and payment apps, adopt open banking standards to enhance the accessibility and portability of account records. The goal? Empower customers to share their personal financial data across a network of entities. In this episode of the Ad Law Access Podcast, hosted by Simone Roach, Kelley Drye attorneys Donnelly McDowell, Matthew C. Luzadder, Alexander Schneider, and Leah Rabkin explore what this means for the financial services industry, potential compliance challenges, and the immediate court responses sparked by this rule. Listen to the episode here: https://lnkd.in/gwees_x5 Read the full blog analysis: https://lnkd.in/gNuAyjVi Stay ahead of changes in financial regulations by subscribing to the Ad Law Access blog and our newsletter: https://lnkd.in/eswTAM9H. #AdLaw #Podcast #CFPB #OpenBanking #FinancialRegulations #ConsumerProtection #LegalInsights #KelleyDrye

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NBT Bancorp Inc. (“NBT”) (NASDAQ: NBTB) announced that it has received regulatory approval to complete the proposed merger (the “Merger”) of Evans Bancorp, Inc. (“Evans”) (NYSE American: EVBN) with and into NBT and Evans Bank, N.A. (“Evans Bank”) with and into NBT Bank, N.A. (“NBT Bank”). The Office of the Comptroller of the Currency approved the merger of Evans Bank with and into NBT Bank, and NBT received a waiver from the Federal Reserve Bank of New York for any application with respect to the merger of Evans with and into NBT.   On December 20, 2024, the shareholders of Evans voted to approve the Merger. Evans reported over 75% of the issued and outstanding shares of Evans were represented at a special shareholder meeting and over 96% of the votes cast were voted to approve the Merger.   “We are pleased that we have received the necessary regulatory approvals to proceed with the Merger and that Evans shareholders have demonstrated strong support for the partnership that will bring NBT and Evans together,” said NBT President and CEO Scott A. Kingsley. “Team members from NBT and Evans have been working closely to plan for a smooth transition in the second quarter of 2025, and we look forward to continuing to build on the relationships Evans has established with their customers, communities and shareholders as we extend NBT’s footprint in Upstate New York into the attractive Buffalo and Rochester markets.”   Read the full announcement here.

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