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NASAA Updates Model Rule to Restrict Use of the Term ‘Advisor’
By Robert R. Boeche, Partner; and Sarah Larsen, Securities Regulation and Compliance J.D. of Shustak Reynolds & Partners, P.C. posted on Friday, May 9, 2025.
In early April 2025, NASAA amended its model rules for Dishonest or Unethical Business Practices of Broker-Dealers and Agents (“Conduct Rule”) to limit use of the term “advisor” or “adviser” in title, purported credential, or professional designation of a broker dealer, without additionally being licensed as an investment adviser or investment adviser representative. Read More
California’s Clean Slate Act vs. Federal Disclosure Requirements for Financial Advisors
By George C. Miller, Partner of Shustak Reynolds & Partners, P.C. posted on Wednesday, May 7, 2025.
California’s Clean Slate Act, composed of Assembly Bill 1076 and Senate Bill 731, aims to expand opportunities for individuals with past criminal convictions by allowing automatic record sealing under specific conditions. While these laws provide significant relief at the state level, they do not override federal regulatory requirements—particularly for individuals pursuing licensure in federally regulated activities such as the financial services industry. Read More
Don’t Forget Form D - Recent SEC Enforcement Actions Emphasize the Importance of Timely Filing Form D
By Robert R. Boeche, Partner of Shustak Reynolds & Partners, P.C. posted on Friday, March 14, 2025.
On December 20, 2024, the Securities Exchange Commission announced that it had settled with multiple entities for failing to timely file Forms D for several unregistered securities offerings in violation of Rule 503 of Regulation D under the Securities Act of 1933 (the “Securities Act”). [1] These entities include: Read More
Trying a Case in the Delaware Court of Chancery
By Paul A. Reynolds, Partner of Shustak Reynolds & Partners, P.C. posted on Tuesday, March 11, 2025.
In December of last year, I was fortunate to try a case in the Delaware Court of Chancery, generally regarded as the world’s foremost court for the resolution of intra-corporate disputes. This article will provide some background about the Court and discuss its practices and procedures, a number of which make it a highly desirable forum for matters within its jurisdiction and expertise. Read More
FinCEN Final Rule: Anti-Money Laundering Program Requirements for Investment Advisers
By Robert R. Boeche, Partner; and Alex S. Lagotta, Associate of Shustak Reynolds & Partners, P.C. posted on Monday, January 27, 2025.
On August 28, the Financial Crimes Enforcement Network (“FinCEN”), within the U.S. Treasury Department, issued a final rule, the Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers (“Final Rule”), which extends certain anti-money laundering (“AML”) compliance obligations to most investment advisers (“RIAs”) registered with the Securities and Exchange Commission (“SEC”), and investment advisers that report to the SEC as exempt reporting advisers (“ERAs”). Read More
Amendments to FINRA Rule 3240: Key Changes and Takeaways
By Robert R. Boeche, Partner; and Alex S. Lagotta, Associate of Shustak Reynolds & Partners, P.C. posted on Tuesday, December 3, 2024.
FINRA recently announced in Regulatory Notice (“Reg. Notice”) 24-12, amendments to Rule 3240 (the “Rule”) which generally prohibits borrowing from or lending to customers by registered persons. These amendments include: modernizing the "immediate family" definition; narrowing exceptions for personal and business relationships; and introducing stricter notice and approval requirements for permissible arrangements. In addition, the Rule’s scope now extends to arrangements made before and after the broker-customer relationship, with new obligations on member firms to assess risks associated with such arrangements. These amendments will take effect on April 28, 2025 (the “Compliance Date”). Read More
SEC Announces 2025 Examination Priorities
By George C. Miller, Partner of Shustak Reynolds & Partners, P.C. posted on Tuesday, November 12, 2024.
On October 21, 2024, the U.S. Securities and Exchange Commission (SEC) Division of Examinations released its annual examination priorities for the fiscal year 2025, outlining areas of risk and focus for market participants. As in past years, the SEC’s areas of focus include upholding fiduciary obligations, avoiding conflicts of interest, and cybersecurity. The SEC’s newer areas of focus include ensuring proper use of artificial intelligence (AI) and private fund adviser regulations. The SEC’s priorities reflect both longstanding concerns and emerging risks in the financial markets. Read More
SEC v. Jarkesy: A New Horizon for Securities Litigation
By Robert R. Boeche, Partner; and Ben Kaplan, Associate Attorney of Shustak Reynolds & Partners, P.C. posted on Monday, November 11, 2024.
The Supreme Court's decision in SEC v. Jarkesy (“Jarkesy”) curtails the Securities and Exchange Commission’s (SEC) use of SEC-appointed judges in its enforcement actions. Jarkesy sets a new precedent for how regulatory enforcement actions might be adjudicated moving forward, not only for SEC actions, but also enforcement actions across other regulatory agencies, including the Financial Industry Regulatory Authority (FINRA). Such potential ramifications of this ruling are detailed below. Read More
Are You Considered an ERISA Fiduciary Now?
By Robert R. Boeche, Partner of Shustak Reynolds & Partners, P.C. posted on Tuesday, August 27, 2024.
On April 25, 2024, with the enactment of the final version of its Retirement Security Rule (the "Final Rule"), the Department of Labor (“DOL”) imposed a fiduciary standard under the Employee Retirement Income Security Act of 1974 (“ERISA”) that it believes will "uniformly apply to all investment advice that is provided to [retirement investors], concerning the investment of their retirement assets.” Read More
SEC Reforms Decades-Old Exemption for Internet Advisers
By Robert R. Boeche, Partner; Robert D. Conca, Partner; and Melissa Donaldson, Law Clerk of Shustak Reynolds & Partners, P.C. posted on Tuesday, July 9, 2024.
As we have highlighted, on March 27, 2024, the Securities and Exchange Commission (“SEC”) amended the internet adviser exemption by requiring functional websites and prohibiting in-person clients. The amendments aim to modernize the 22-year-old rule’s investor protections and address what the SEC considers significant compliance gaps by advisers relying on the exemption. Read More