Insurance & Financial Services

Mintz Members Adam Sisitsky, Nancy Adams, Jack Sylvia and Of Counsel, Kristen White discuss the rising risk of litigation and regulatory enforcement facing SPACs and the individuals that lead them. Topics will included the current SPAC litigation landscape, SPAC M&A–related litigation, including disclosure issues and breach of fiduciary duty in the de-SPAC process, D&O coverage challenges and risk mitigation and heightened SEC scrutiny.

Environmental, social, and governance (“ESG”) investing has experienced quite the regulatory roller coaster in recent years.

Today the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“FinCEN”) published in the Federal Register a notice framing and seeking comment on key questions about how it will implement the new law requiring domestic and foreign legal entities to report their beneficial ownership to the U.S. government.

The U.S. Securities and Exchange Commission (SEC) recently released its 2021 Examination Priorities. The SEC indicates it will focus on senior investors and those saving for retirement, with a specific focus on potential conflicts of interests faced by brokers and advisors in giving them financial advice.

On January 1, 2021, Congress enacted the National Defense Authorization Act for Fiscal Year 2021 (the “NDAA”), after overriding a presidential veto. Within the NDAA is the Anti-Money Laundering Act of 2020 (the “AMLA”), which introduces substantial reforms to U.S. anti-money laundering (“AML”) and counter-terrorism financing (“CFT”) laws.

Proponents of environmental, social, and governance (“ESG”) investing may have good news on the horizon—in particular, good news that could resuscitate ESG investing in retirement accounts following the Department of Labor’s recent blow to the practice.

In FINRA Regulatory Notice 20-38, FINRA has adopted Rule 3241 to limit registered persons from holding “positions of trust” for clients. The new rule requires that registered persons have written approval from the member firm to act as a trustee, executor, or hold power of attorney for a client account.

In FINRA Regulatory Notice 20-37, FINRA set forth revised Sanction Guidelines that became effective October 20, 2020.

On October 14, 2020, the Consumer Financial Protection Bureau (“ CFPB”) announced a series of organizational changes affecting the Supervision, Enforcement and Fair Lending Division (SEFL), the result of an organizational review that began in February of this year.

Environmental, social, and governance (“ESG”) investing has captured the attention (and dollars) of more institutional investors each year and continues to grow exponentially. However, how can an ESG investor be sure that the investments it is making truly align with the values those funds purport to prioritize?

On October 2, 2020, the Internal Revenue Service released final regulations providing guidance for Section 529A “qualified ABLE programs” established by states under the Stephen Beck Jr. Achieving a Better Life Experience Act of 2014 (the “ABLE Act”) to provide tax-favored savings and investment accounts for individuals with disabilities.  Building on proposed regulations issued in 2015 and 2019 and several prior IRS notices as to how the final regulations would resolve specific issues under the ABLE Act, the final regulations clearly seek to avoid, within statutory constraints, imposing major administrative burdens on ABLE programs. Nonetheless, several key provisions contain ambiguities or raise concerns.  As indicated by prior IRS guidance, the regulations provide a transition period of at least two years for ABLE programs operating in good faith to implement provisions applicable to such programs, and thus an opportunity for the IRS address such ambiguities and concerns through notices or other guidance prior to their full implementation.

On September 1, 2020, the Financial Crimes Network (“FinCEN”) issued a statement regarding various media outlets’ intent to publish Suspicious Activity Reports (“SARs”) and “other sensitive government documents”.

On September 1, 2020, the Massachusetts Securities Division (“MSD”) began enforcing a new state regulation that holds all broker-dealers and their agents to a fiduciary conduct standard requiring them to “make recommendations and provide investment advice without regard to the financial or any other interest of any party other than the customer”.

The landscape for foreclosures and evictions in New York State is constantly evolving. With the entire State of New York in Phase 4 of New York Forward, the courts have begun to reopen (at least virtually) and certain foreclosure proceedings have resumed. Eviction proceedings remain stayed as against those commercial and residential tenants who demonstrate COVID-related hardship.

In response to the COVID-19 pandemic, the North America Securities Administrators Association (NASAA) put together a task force in April 2020 specifically targeted to use “online investigative techniques to identify websites and social media posts that may be offering or promoting fraudulent offerings, investment frauds, or improper unregistered regulated activities” which were related to any aspect of COVID-19.