Tag: SEC

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U.S. SEC issues report on digital currencies and related autonomous organizations
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RegTech: A U.S. regulator’s view on artificial intelligence in risk assessment
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SEC guidance on roboadvice
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SEC FinTech Forum Part 2: Don’t Call Me a Robo Adviser
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SEC FinTech Forum Part 1
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SEC provides U.S. crowdfunding guidance to investors
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A New Cyber Regulator on the Beat: The CFPB Issues its First Cybersecurity Order and Fine
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Blockchain not Bitcoin Becomes Industry Focus
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Robo Advice Regulation Movement in Three Jurisdictions
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U.S. and Australian Rules on Crowdfunding

U.S. SEC issues report on digital currencies and related autonomous organizations

By C. Todd Gibson and Evan Glover

On July 25th the United States Securities and Exchange Commission (“SEC”) released a report to put the market on notice that offers and sales of digital assets are subject to the requirements of the federal securities laws.

The report is a result of an investigation of a German created entity called The DAO (Decentralized Autonomous Organization), which is a virtual organization that exists within computer code and is executed on a blockchain or decentralized ledger.  The DAO sold DAO Tokens, which had characteristics similar to stock (e.g. certain ownership and voting rights), with the intent to raise funds to finance various projects.  The DAO Tokens were purchased using a digital currency and could be monetized by re-selling the token on a web-based platform that supported a secondary market.  The DAO engaged in these offers and sales in the U.S. despite not registering with the SEC.

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RegTech: A U.S. regulator’s view on artificial intelligence in risk assessment

By C. Todd Gibson and Evan Glover

On 21 June at the OpRisk North America 2017 conference in New York, Scott W. Bauguess, Acting Director and Acting Chief Economist of the U.S. Securities and Exchange Commission’s (“SEC”) Division of Economic and Risk Analysis (“DERA”) gave a keynote speech on the use of artificial intelligence by regulators.  A transcript of the speech can be found here.  Bauguess provided some interesting background on the utility and use of big data and machine learning at the SEC to identify potential misconduct by market participants and investment managers, and the emerging use of artificial intelligence.

Bauguess’ speech discussed the SEC’s use of AI in its regulatory framework, initially discussing machine learning.  The SEC currently applies topic modeling methods, such as Latent Dilchlet Allocation (“LDA”).  LDA reviews text-based documents (e.g., registration disclosures) and reports on where, and to what extent, particular words appear in each document.  This occurs either by: analyzing the probability of words across documents, and within documents, to define the topics they represent (“unsupervised learning”); or incorporating human judgement and direction into the programming of the machine’s algorithms (“supervised learning”).

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SEC guidance on roboadvice

By C. Todd Gibson and Michael W. McGrath

The US Securities and Exchange Commission’s staff has published information and guidance for investors and the financial services industry on the fast-growing use of “robo-advisers,” a catch-all term for investment advisers that use computer algorithms to provide investment advisory services online, often with limited human interaction. In light of the unique issues raised by robo-advisers, the SEC’s Division of Investment Management issued a Guidance Update on 23 February 2017 for investment advisers with suggestions on how robo-advisers can best comply with disclosure, suitability and compliance obligations imposed by the Investment Advisers Act of 1940. A second publication, an Investor Bulletin issued by the SEC’s Office of Investor Education and Advocacy, provides individual investors with information they may need to make informed decisions if they consider using robo-advisers.

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SEC FinTech Forum Part 2: Don’t Call Me a Robo Adviser

By Brian Vargo and Tyler Kirk

As we reported in Part 1 of this series of posts, the U.S. Securities and Exchange Commission held its first forum exclusively focused on the impact of the FinTech movement on November 14, 2016. The first panel of the forum addressed recent innovations in investment advisory services. The panel was comprised of Ben Alden, General Counsel of Betterment, Bo Lu, Co-Founder and CEO of Future Advisor at Blackrock, Mark Goines, Vice Chairman of Personal Capital, and Jim Allen, Head of Capital Markets Policy Group, CFA Institute. While several of the panelists lamented the use of the title “Robo Adviser,” the panel’s discussion was vibrant and delved deeply into the role robo advisers (advisers which rely to varying degrees on computer-based technology, primarily algorithms, to deliver investment advice) are and should be playing in the United States.

First, the panel discussed the growth in automated advice, attributing the growth to the ability of lower net worth investors, especially those comfortable with technology, to obtain affordable and sophisticated investment advice. Given the savings shortfall in the United States, this growth was viewed to be a positive trend. Further, the panel also noted that the DOL Fiduciary Rule  is also driving growth. Ultimately, the panelists thought that the industry would consolidate as assets under management grew.

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SEC FinTech Forum Part 1

By Brian Vargo and Tyler Kirk

On November 14, 2016, the U.S. Securities and Exchange Commission held its first forum exclusively focused on the impact of the FinTech movement on the capital markets. Specifically, the forum was organized into four panels addressing automated investment advice, blockchain and distributed ledger technology, crowd funding and marketplace lending, and investor protection. Over the coming weeks we will be posting the key takeaways and implications of each panel.

In her opening remarks, Chair White called for federal agencies to encourage innovation while balancing such encouragement with appropriate investor protections. She noted that the speed and impact of FinTech innovation increases the need for reviewing the sufficiency of regulation. In that spirit, Chair White asked the SEC staff to form a FinTech Working Group to help foster responsible innovation in the capital markets, while exploring the adequacy of the current regulatory framework to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. Commissioner Piwowar said in his remarks that the SEC  is uniquely positioned to take the lead regulatory role in the FinTech movement, because many FinTech companies are already registrants and, significantly, the SEC is the only federal agency whose mission includes capital formation. The remarks at the forum indicate that the SEC and industry expect FinTech to play an increasingly important role in the securities industry and that the SEC should continue to engage with industry members in developing regulations that are thorough and forward-looking.

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SEC provides U.S. crowdfunding guidance to investors

By  C. Todd Gibson, Michael McGrath, Ken Juster

The SEC recently issued guidance to potential investors in crowdfunding offerings in the form of a Q&A posted on the SEC website, which can be found here.  This guidance, which is intended to educate investors regarding the rules governing crowdfunding in the U.S., was issued in anticipation of the pending effectiveness of new Regulation Crowdfunding on May 16, 2016.  K&L Gates has prepared a detailed summary of Regulation Crowdfunding and the exemption from broker-dealer registration available to intermediaries known as “funding portals,” which can be found here.

Intermediaries were first able to submit forms to register as a funding portal with the SEC and FINRA beginning on January 29, 2016.  A list of approved funding portals is expected to be available on FINRA’s public website in the near future.

A New Cyber Regulator on the Beat: The CFPB Issues its First Cybersecurity Order and Fine

By Ted Kornobis

On March 2, 2016, the Consumer Financial Protection Bureau (“CFPB”) instituted its first data security enforcement action, in the form of a consent order against online payment platform Dwolla, Inc.

The CFPB joins several other regulators that have recently issued statements or instituted enforcement actions in this space, including the Securities and Exchange Commission (“SEC”), Commodities Futures Trading Commission (“CFTC”), the Financial Industry Regulatory Authority (“FINRA”), the National Futures Association (“NFA”), the Department of Justice (“DOJ”), state attorneys general, and the Federal Trade Commission (“FTC”), which has been active in this area for several years.

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Blockchain not Bitcoin Becomes Industry Focus

By Jim Bulling and Michelle Chasser

Blockchain, the public decentralised ledger technology behind Bitcoin, is gaining attention from a much wider audience within the financial services industry in terms of the potential application to securities clearing and settlements, payment processing and loan transactions.

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Robo Advice Regulation Movement in Three Jurisdictions

by Jim Bulling and Michelle Chasser

After increasing concerns that robo-advisers may not fit neatly into existing regulations, Australian, United States and United Kingdom regulators have all indicated in the last few months that they will be looking at the appropriateness of current regulations for the increasingly fast growing industry of automated financial advice.

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U.S. and Australian Rules on Crowdfunding

By Jim Bulling and Michelle Chasser

The past few months have seen considerable movement on the regulation of crowd-sourced equity funding on both sides of the Pacific. In the U.S., the SEC has adopted rules which allow companies to crowdfund through a registered portal while in Australia, the Australian Government has introduced a bill into Parliament which significantly enhances the viability and attractiveness of crowdfunding.

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