Regulatory Analysis: FINRA Rule 3280 – Private Securities Transactions

The following is part of an occasional series on specific rules and regulations governing financial professions.  This article will analyze FINRA Rule 3280, which governs (and limits) private securities transactions by persons associated with a FINRA member (“associated persons” or “representatives”).  In general, the rule forbids representatives from participating in private securities transactions unless they …

Notes on Third-Party Influence: Confusion over the Level of Influence Prohibited

The following is another article in my series on third-party influence.  Previous articles in the series can be found, here, here, and here.     Once again, Article 18bis of FIFA’s RSTP forbids a club from entering into any transaction that may allow the counter-club or a third party to influence “in employment and transfer-related matters …

Notes on Third-Party Influence: Trying to Insure the Sell-on Fee

This article is part of a series on FIFA’s enforcement of Article 18bis in its Rules on the Status and Transfer of Players.  This rule forbids a club from entering into any transaction that may allow the counter-club or a third party to influence “in employment and transfer-related matters [the club’s] independence, [their] policies or …

Definition of a Security: The Investment Contract (Part II)

The following is Part II of my article on investment contracts.  It will analyze the final two elements of the Howey Test: The expectation of profit and profit derived from the efforts of others. Part I can be found here. Expectation of profits As confirmed by the Supreme Court, the definition of “profit” is broad …

Definition of a Security: The Investment Contract (Part I)

This article is the second in an occasional series on the definition of a “security.”  As I explained previously, when a financial instrument qualifies as a “security,” it becomes subject to an extensive apparatus of securities regulation.  The most notable of this group are the Securities Act of 1933 and the Securities Exchange Act of …

On Duty: A Franchisor’s Duty to Protect

Author’s Note: This article is part of an occasional series on liability issues facing the private security industry.  Two previous articles in the series addressed negligence claims for failure to protect a plaintiff against third-party attacks, specifically, the duty element of those claims.  These articles analyzed the duty owed by security guard companies and property …

Regulatory Analysis: FINRA Rule 3270 – Disclosure of Outside Business Activity (Part II)

This article is part of an occasional series on specific rules and regulations governing financial professions.  It is also the second in a multi-part analysis of FINRA Rule 3270.  Part II will analyze portions of the rule’s text that were not discussed in Part I, examine the content required for a notice under 3270 and …

Regulatory Analysis: FINRA Rule 3270 – Disclosure of Outside Business (Part I)

This article is part of an occasional series on specific rules and regulations governing financial professions.  It is also the first in a multi-part analysis of FINRA Rule 3270. Part II is available here. THE RULE FINRA Rule 3270 – Outside Business Activity of Registered Persons No registered person may be an employee, independent contractor, …

The Nature and Extent of Arbitral Immunity

While the COVID-19 pandemic has shuttered much of the country’s judicial machinery, courts have released opinions on matters argued prior to the stoppage.  Two recent federal court opinions – Cherdak, out of the D.C. District[1] and Lanza, decided by the First Circuit[2] – touched on an issue with relevance to financial professionals: arbitral immunity.  This …

Youth Soccer Clubs’ Lawsuit: The Challenge of Certifying Defendant Classes

NOTE: This article has been modified from an earlier version, published in August 2016.  In a March 29, 2017 order, the United States District Court for the Eastern District of Texas dismissed the featured lawsuit on jurisdictional grounds.  Nonetheless, the ruling does not change the article’s analysis of defendant class certification. In July 2016, the …