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SEC Decision Leaves Confusion on What Constitutes Broker Activity

Monday, July 12, 2021 As part of its continued enforcement focus on broker-dealer registration, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) recently settled an action with electronic order entry and management system Neovest, Inc. (“Neovest”) for engaging in “broker” activity and receiving “broker” compensation without being registered as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 1 Both the settlement and the strong dissent from SEC Commissioner Hester Peirce leave market participants without meaningful guidance on what constitutes “broker” activity requiring registration.  Technology providers that perform functions that could easily be characterized as facilitating 

SEC-S&P Dow Jones Indices Charge Settlement for Section 17(a)(3) Violations

Wednesday, July 7, 2021 On May 17, 2021, the SEC announced that it had settled charges against S&P Dow Jones Indices LLC for alleged violations of Section 17(a)(3) of the Securities Act of 1933 relating to the failure to disclose a feature of an index tracked by an exchange-traded note (ETN) that resulted in the publication of index values that did not accurately reflect the economic value of the ETN.  S&P Indices published the index in question, the S&P 500 VIX Short Term Futures Index ER, based on the price of certain volatility-based futures contracts, and entered into agreements to license the index to, among others, an issuer of an inverse ETN. S&P Indices designed the index with an “auto hold” feature such that if the index experienced a significant spike, the publication of new index values would be frozen and the prior index value would continue to be published until such time as the index value came back within those thresholds or personnel manually releas

Navigating Uncertain ESG-Related Risks at the SEC | Pillsbury Winthrop Shaw Pittman LLP

Navigating Uncertain ESG-Related Risks at the SEC | Pillsbury Winthrop Shaw Pittman LLP
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ESG Public Policy and Creating Sustainable Business Economy

ESG Public Policy and Creating Sustainable Business Economy
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SEC Expands Focus on ESG-Related Products | Kilpatrick Townsend & Stockton LLP

On April 9, 2021, the SEC’s Division of Examinations (f.k.a. OCIE) (the “ Alert”) highlighting observations from exams of registered investment advisers (“ RIAs”), registered investment companies, and private funds recommending or offering environmental, social, and governance (“ ESG”) -related investment products and services.[i] The Alert, which was closely followed by a public statement regarding the Alert from SEC Commissioner Hester Peirce (the “ Peirce Statement”),[ii] is part of a flurry of recent SEC activity regarding ESG-related investment products that appears to have arisen in response to the rapid growth of investor demand for such products and a corresponding increase in the number of ESG investment products and services offered to investors.[iii] For example, as noted in our recent legal alert,

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