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Get Inside the Amendments to Insider Trading Safe Harbor Rules
By Robert R. Boeche, Partner, Robert D. Conca, Partner, and Andrew R. Steiger, Associate Attorney of Shustak Reynolds & Partners, P.C. posted on Friday, March 17, 2023.
On December 14, 2022, the Securities and Exchange Commission adopted amendments[1] to Rule 10b5-1 of the Securities Exchange Act of 1934 (“Exchange Act”), and to Regulations S-K and S-T. The final rules substantially expand the insider trading safe harbor requirements of Rule 10b5-1, and impose new reporting and disclosure requirements for directors, officers, issuers, and other persons who implement 10b5-1 trading plans. The final rules became effective February 27, 2023.[2] Smaller reporting companies[3] have an additional six months to comply, until August 27, 2023.[4] Read More
I Live and Work in California. Am I Bound by the Non-solicitation and Noncompete Clause I Signed With My Employer?
By Mahdi M. Ibrahim, Associate of Shustak Reynolds & Partners, P.C. posted on Tuesday, March 14, 2023.
Many employees have faced this situation. You have accepted a new position with a new employer. On your first day, you are handed a stack of forms and documents and asked to review and sign them. It is your first day at the new job and your head is swimming. Aside from tax withholdings, health insurance, and myriad other new employee selections and forms, you most likely are asked to review and sign an Employment Agreement. You are not a lawyer and don’t want to start off on the wrong foot in your new job. You sign the agreements given to you. But if the Employment Agreement contains a non-solicitation and/or noncompete provision, what do you do? Call a lawyer and schedule a meeting the first day of the new job or just sign what you are handed? And if you do sign a noncompete, non-solicitation agreement, will you be bound by what you signed if and when your new employment ends? What are you signing that you may be “stuck with?” Read More
California Insurance Licensees Must Now Include License Number on Emails
By Robert R. Boeche, Partner, Robert D. Conca, Partner, and Andrew R. Steiger, Associate Attorney of Shustak Reynolds & Partners, P.C. posted on Friday, March 10, 2023.
Starting on January 1, 2023, an update to the California Insurance Code took effect requiring certain insurance license holders to include their license number on each email they send that involves their licensed activities. These changes will impact investment advisers, broker-dealers, and other financial professionals who provide insurance services as part of their overall client offerings. Read More
ADVISOR ALERT: California DFPI Proposes New Rule to Adopt the NASAA’s Continuing Education Model Rules for IARs
By Robert R. Boeche, Partner, Robert D. Conca, Partner, and Andrew R. Steiger, Associate of Shustak Reynolds & Partners, P.C. posted on Friday, February 24, 2023.
On November 16, 2022, the California Department of Financial Protection and Innovation (“DFPI”) proposed new regulations under the Corporate Securities Law of 1968, which would establish annual continuing education (“CE”) requirements for Investment Adviser Representatives (“IARs”).[ ] As we recently reported[ ], the North American Securities Administrators Association (“NASAA”) designed a set of model rules for state regulators to adopt, and thereby implement, IAR CE requirements that are consistent from state to state.[ ] In its current form, the DFPI’s proposal would result in California adopting a rule substantially similar to the NASAA model rules; however, the comment period for interested persons to argue for changes to the proposed rule remains open until January 16, 2023.[ ] Read More
Proposed Updates to FINRA Expungement Rules
By Jonah A. Toleno, Partner of Shustak Reynolds & Partners, P.C. posted on Tuesday, November 29, 2022.
As part of its mission to protect investors, the Financial Industry Regulatory Authority (FINRA) gathers and discloses certain information about registered financial advisors and brokerage firms registered with FINRA, including financial advisors and broker dealers. FINRA houses this information in various databases, including but not limited its Central Registration Depository (CRD) and its publicly viewable registration information portal, BrokerCheck. Read More
Year-End Investment Adviser Compliance Reminders
By Robert R. Boeche, Partner; Robert D. Conca, Partner; and Andrew Steiger, Associate Attorney of Shustak Reynolds & Partners, P.C. posted on Wednesday, November 9, 2022.
Each year registered investment advisers (“RIAs”) must undertake a range of compliance tasks and obligations. While tasks can vary dependent upon the operations and registrations of the firm, all RIAs should examine their compliance program no less than annually. Read More
Shustak Reynolds Headline Sponsor of IR 2022 Global Annual Conference in Barcelona
By Erwin J. Shustak, Partner of Shustak Reynolds & Partners, P.C. posted on Thursday, November 10, 2022.
Our firm was one of the principal sponsors of IR Global’s 2022 Annual Conference held in the exciting city of Barcelona last month. Partners Erwin Shustak and Paul Reynolds attended the conference, along with 350 other IR Global members from around the world. The theme of this year’s conference was “Shaping the Future” and speakers and discussion focused on how the pandemic has changed work habits, offices, global business, and impacted other aspects of our professional and business lives. Read More
SEC Registered Firms Must Comply With New Marketing Rule By November 4, 2022
By Robert R. Boeche, Partner and Robert D. Conca, Partner of Shustak Reynolds & Partners, P.C. posted on Thursday, August 25, 2022.
As you know, in 2021, the SEC’s new Marketing Rule became effective with an outside compliance date of November 4, 2022. The new Marketing Rule contains numerous updates to the rules relating to how SEC registered investment advisers (“RIAs”) will need to conduct marketing and advertising activities. Read More
Jobs Act 4.0: What It Means
By Robert R. Boeche, Partner and Shahrzad Borna, Law Clerk of Shustak Reynolds & Partners, P.C. posted on Monday, August 22, 2022.
On the tenth anniversary of the 2012 “JOBS Act,” the Senate Banking Committee has proposed a new legislation, the “JOBS Act 4.0.” The new Act could potentially adjust SEC regulations to increase access to high-growth investment opportunities for everyday investors and reduce the costs of raising capital for small businesses. It also could have repercussions for licensed professionals operating pooled investment vehicles or otherwise conducting private investments. Read More
California A.B. 85 Waives First Year Taxes for Businesses Formed Before January 2024
By Robert D. Conca, Partner & Shahrzad Borna, Law Clerk of Shustak Reynolds & Partners, P.C. posted on Monday, August 8, 2022.
In the wake of the COVID-19 pandemic, California enacted Assembly Bill 85 (“AB 85”) [1] during the 2020-2021 legislative session to make certain changes to the California Revenue Taxation Code[2]. Among those changes was the elimination of the first-year annual tax for Limited Liability Companies (“LLCs”), Limited Liability Partnerships (“LLPs”), and Limited Partnerships (“LPs”), that organize, register, or file with the Secretary of State after January 1, 2021 and before January 1, 2024. Read More