In November, the federal banking agencies jointly issued a final rule that provides for an optional, simplified measure of capital adequacy, known as the community bank leverage ratio framework (CBLR), for qualifying community banking organizations. The final became effective on January 1, 2020.
With the most sweeping re-casting of credit risk management in decades looming on the horizon, regulators, bank executives and the markets are bracing for the potential disruptive ramifications of this new set of credit loss accounting standards. In response to calls for a more cautious rollout, regulators have agreed to an implementation extension for most community banks. Continue reading “CECL is Coming: Here’s How Bank Stakeholders Can Anticipate Its Impact While Making Their Voices Heard”
The banking industry is unique in the amount of regulatory scrutiny it is subject to, much of which is in the form of self-reporting. Since legislation was passed in 1975 in response to the failure of two federally chartered institutions (United States National Bank and Franklin National Bank), every national bank, state bank, federal savings bank, federal savings association, and credit union is mandated by law to report highly standardized and detailed information about its operations to a central authority, the Federal Financial Institutions Examination Council (FFIEC).
Employee Stock Ownership Plans (ESOPs) allow employees to participate in the economic performance of a company, share in corporate profits, and save for retirement. Congress has long recognized the advantages of employee ownership by authorizing and encouraging ESOPs through favorable tax treatment.
However, current IRS regulations significantly restrict the ability of many small public companies not traded on a national securities exchange to offer ESOPs to their employees. These outdated regulations negatively impact hundreds of qualified, U.S.-based companies on the OTCQX and OTCQB markets that collectively employ over 100,000 workers. Continue reading “ESOPs: The Importance of Small Company Employee Ownership”
OTC Markets Group Garners Blue Sky Exemptions in 35 States
Since May 2016, we have fostered an active dialogue with constituents at the North American Securities Administrators Association (NASAA) and individual state regulators with the goal of providing investors, companies, brokers and other market participants with a defined regulatory structure that recognizes the transparent current disclosure provided by OTCQX and OTCQB companies. We appreciate the hard work and diligence of NASAA members as we work to achieve important exemptions for our OTCQX and OTCQB markets under state Blue Sky laws governing secondary trading. Continue reading “Blue Sky Recognition Continues to Gain Traction”
Born out of the 2012 JOBS Act, Regulation A (Reg A) was amended to provide a streamlined pathway for companies to raise up to $50 Million while benefiting from general solicitation, ‘testing the waters’ and state Blue Sky preemption. SEC reporting companies were originally excluded from using Reg A; however, in January 2019, the SEC adopted new rules to expand Reg A to SEC-reporting companies, enabling public companies to raise capital in a similar manner to a traditional IPO via an S-1 registration or an S-3 shelf registration. Continue reading “Regulation A 2019 Progress Report”
The Genesis/Birth of CECL
After the 2008 financial crisis, much of the focus on the regulation of financial institutions shifted to mitigating systemic risk. This included an increased focus on stress testing and the recapitalization of institutions—both intended to help ensure solvency and insulate the global economy from further erosion. Continue reading “CECL: Unpaved Road Ahead”
Oscar Wilde once wrote that “Everything popular is wrong.” He was describing our natural tendency to find comfort with well-established people and widespread ideas. Regulators, faced with the opportunity to open markets to alternative choices, hear a chorus of respected voices resistant to change. The SEC took until the year 2000 to repeal Rule 390—the rule that gave the New York Stock Exchange a monopoly in trading Blue Chip securities. The principles of open, transparent and connected public markets prevailed.
We raise this as the old idea underlying Rule 390, centralization of trading, is now being pushed as a popular fix for small company liquidity and capital formation. Of course, individual traders are determined to make trades in many different places, which means government intervention would be required to force stock trading back onto the largest stock exchanges. Rent-seeking regulations are often cloaked in the language of “reform” and the public good.
Since its inception in 2015, the OTCQX Advisory Council has provided valuable insight and support to the OTC Markets Group senior management team on key issues that impact OTCQX-traded issuers and the public markets. The Council is comprised of a ten-member board, with three members appointed in 2018 and seven new members appointed earlier this year. Collectively, these Council members represent an impressive mix of U.S.-based CEOs and CFOs from a diverse range of geographic and industry sectors. Continue reading “A Snapshot of the OTCQX Advisory Council”