In the first episode of the master class on the new SEC Marketing Rule, you’ll hear from co-hosts, Patrick D. Hayes, and Carlo di Florio with the ACA Group along with our industry panelists from the SEC, Steven Levine and Chris Mulligan, as they provide background on the new SEC Marketing Rule and why it was developed. They'll cover key nuances to the rule, the founding principles behind the rule, and feedback that the SEC has received from the industry. They'll also explore how the Division of Examinations has prepared to examine for the new rule and lessons learned from early adopters.
Season 3, Episode 6 Topics:
Interview with Steven Levine and Chris Mulligan
2:30: Motivation for the new SEC Marketing Rule
8:00: Fundamental principles
10:49: Key Nuances and FAQs
20:00: Feedback from the industry
23:11: Impact of comment letters
28:13: Impact of the new rule on SEC Examinations
32:47: Review of policies and procedures during examinations
48:00: Application to compliance programs
03:13 – “The existing regulatory regime that we were working with was potentially a bit dated. The advertising rule that was in existence before this most recent rule adoption, was adopted in 1961. So we were dealing with an advertising rule from 1961 and there was a cash solicitation rule that was adopted in 1979. Decades have gone by since those rule adoptions.” – Steven
04:33 – “One of the motivators for this most recent marketing rule was to put everything in one place. Eliminate the system that we currently had where there were a bunch of pieces of relief all over the place and just codify everything at the commission-level into a single rule. The hope there is that everyone would be on the same page in the industry as to what the guideposts are for operating at this space.” – Steven
13:00 – “And that FAQ basically says that an advisor may–but is not required–to comply with the new marketing rule in advance to the new compliance date. However, if an advisor chooses to comply with any part of the new marketing rule, it must shift it’s compliance program over too. Basically, it must comply with all of the rule, not only part of it.” – Steven
18:30 – “In order to demonstrate to the SEC staff that a particular advertisement complies with the rule, pointing to a no-action letter is no longer an acceptable way to do that. There has to be something within the rule itself or be adopting release that justifies the underlying content that is being questioned.” – Steven
32:47 – “I think any tips I could give is, start with your policies and procedures. Start with your policies and procedures. That’s where we’re going to look at first, right? You have to, at least, acknowledge, like, we’re going to want to know that you’ve acknowledged that the world has changed and there’s a new rule, right? And that is kind of expressed through your policies and procedures.” – Chris
49:37 – “I would encourage people to read the new rule as a standalone piece of regulation and really digest it as a standalone thing. Right now it might be very complicated for people to try to piece together, ‘Well this is what the old regulatory regime was. Let me see how it ties into the new regulatory regime. People might be drawing arrows all over the place to see what lines up with what.” – Steven
About the Securities Compliance Podcast: Compliance in Context
Introducing the Securities Compliance Podcast: Compliance in Context presented by Calfee, Halter & Griswold and the National Society of Compliance Professionals and hosted by Patrick D. Hayes, Partner and leader of Calfee's Investment Management practice.
Designed as a personal master class for the securities legal and compliance professional, this podcast embodies Patrick’s passion to help you put Compliance In Context™ by combining the technical expertise of industry thought leaders and innovators with the practical experience of doers and key decision makers.
The opinions expressed by guest speakers and panelists during Securities Compliance Podcasts may not necessarily reflect the viewpoints of the attorneys and professionals of Calfee, Halter & Griswold LLP or its subsidiaries or affiliates. Calfee’s educational content is intended to inform and educate readers about legal developments and is not intended as legal advice for any specific individual or specific situation. Please consult with your attorney regarding any legal questions you may have. With regard to all content including case studies or descriptions, past outcomes do not predict future results.
Susan M. Kurz
Chief Marketing & Client Development Officer