FinCEN Updates Due Diligence Rules- On May 11, 2016, the Financial Crimes Enforcement Network (“FinCEN”) issued new final rules under the Bank Secrecy
Act requiring financing institutions, including brokerage firms, to adopt additional anti-money laundering (AML) procedures that include specific due diligenceand ongoing monitoring requirements related to customer risk profiles and customer information. In addition, the new rules require financial institutions to collect and verify information about beneficial owners and control person of legal entity customers...
Shelter tent
Shelter Tent specializing in clear span structures, including designing, producing, marketing, and offering turnkey solutions. We have over 10 years of experience and works in partnership with the world’s most iconic sporting organizations, cultural event organizers, venues and brand owners including the Olympic Games, Asian Games, Formula 1 Grand Prix, Mercedes-Benz, BMW, AUDI to name just a few.
Shelter tent
Shelter Tent specializing in clear span structures, including designing, producing, marketing, and offering turnkey solutions. We have over 10 years of experience and works in partnership with the world’s most iconic sporting organizations, cultural event organizers, venues and brand owners including the Olympic Games, Asian Games, Formula 1 Grand Prix, Mercedes-Benz, BMW, AUDI to name just a few.
The Royal Museum Photo Book ( Balairung Seri )Lovie Tey
Photo book for Measured Drawings and Documentation of the Royal Musem, Balairung Seri by Taylor's University Architecture Student Sem2.5/3.5 of year 2016
Sie stellen Ihre Situation mit Symbolsteinen nach, so dass Ihr Gegenüber von den Zusammenhängen im System das gleiche Bild vor Augen hat wie Sie.
Er führt Sie dann mit Fragen und Impulsen durch einen Entwicklungsprozess hin zu Ihrer Lösung.
Durch den Perspektivwechsel kommen Sie zu neuen Einsichten und Erkenntnissen und finden Ihren besten Weg aus dem Dilemma. Mit systemischen Simulationen decken Sie zielführende Lösungsansätze auf und erschließen sich Handlungsoptionen.
DAO Tokens, Section 5 Obligations and Regulation ATS- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws and applied the analysis to the DAO and its ICO offering. Upon concluding that the DAO Tokens were securities, the SEC also concluded that the DAO needed to register their issuance, or satisfy a registration exemption, regardless of whether the DAO was incorporated or an unincorporated organization. Issuers, like securities, are broadly defined to include any sponsor or organization that is primarily responsible for the success or failure of the venture. Participants in an offering are also subject to Section 5 obligations and liability. Accordingly, this included the Slock.it founders and principals...
Applying the Howey Test to the DAO Tokens- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws. I also have detailed the relevant facts related to the DAO and its ICO offering.
Applying the Howey Test to the DAO Tokens, the SEC notes that “money” need not include cash, but rather can be anything of value. A contribution of ETH is an investment of “money” as considered by the Howey Test. Investors in the DAO were investing in a common enterprise with the expectation of profits, including dividends and increased value. The SEC also found that the profits were to be derived from the efforts of others, including Slock.it, its founders and the DAO curators...
Facts on the DAO Token ICO- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG, a German corporation, and various principals and participants. Today I am going through the relevant facts related to the DAO and its ICO
In a one-month period from April 30, through May 28, 2016, the DAO offered and sold 1.15 billion DAO Tokens in exchange for 12 million Ether (“ETH”) valued at approximately $150 million USD. ETH is a virtual currency. The Financial Action Task Force defines a “virtual currency” as:
a digital representation of value that can be digitally traded and functions as: (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status (i.e., when tendered to a creditor, is a valid and legal offer of payment) in any jurisdiction. It is not issued or guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the virtual currency. Virtual currency is distinguished from fiat currency (a.k.a. “real currency,” “real money,” or “national currency”), which is the coin and paper money of a country that is designated as its legal tender; circulates; and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-money, which is a digital representation of fiat currency used to electronically transfer value denominated in fiat currency...
Distributed Ledger Technology for the Securities IndustryLaura Anthony, Esq.
Distributed Ledger Technology for the Securities Industry- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I have been going through each of those topics as summarized in the FINRA report.
Related to Anti-Money Laundering and Customer Identification Programs - DLT allows for global and anonymous participation, and accordingly practices and regulations will need to address anti-money laundering (AML) and customer identification obligations (CIP). The Bank Secrecy Act of 1970 requires controls and procedures to detect and prevent money laundering. FINRA Rule 3310 addresses AML obligations.
In addition, FINRA Rule 2090, the Know Your Customer (KYC) rule, requires firms to “use reasonable diligence, in regard to the opening and maintenance of every account, to know (and retain) the essential facts concerning every customer and concerning the authority of each person acting on behalf of such customer.” Technology is already being explored to centralize identity management functions such that once a customer identity is verified, the information can be shared with all network participants. Obviously this would greatly streamline processes for broker-dealers and customers alike.
It is likely that DLT technology will surpass regulatory changes in the AML/CIP/KYC sectors. The FINRA report notes that the current rules allow a firm to outsource functions to third parties, but not overall responsibility. Accordingly, a firm could utilize DLT technology for these functions now if they can fashion internal controls and procedures that comply with the ultimate rule responsibilities....
Blockchain Applications to Broker Dealers- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I am going through each of those topics as summarized in the FINRA report.
Related to Customer Funds and Securities - DLT will create new ways to hold customer funds and securities and thus custodial changes. Broker-dealers that hold funds and securities must generally comply with Exchange Act Rule 15c3-3, which generally requires the broker to maintain physical possession or control over the customer’s fully paid and excess margin securities. Where funds and securities are purely digital, such as cryptosecurities, consideration will need to be made over how they are accounted for and who has the obligation. In addition, certain activities and access levels could amount to “receiving, delivering, holding or controlling customer assets” such as having access to a private key code for a customer.
Also potentially implicated in this area are Exchange Act Rule 15c3-1 related to net capital requirements, FINRA Rule 4160 on verification of assets and Exchange Act Rule 17a-13 related to quarterly security accounts.
Blockchain Technology Explained- In addition to the centralization of data, DLT can be used to process transactions by using overlaid software. For example, “smart contracts” can be created that would automatically execute agreed-upon terms in a contract based on certain triggering events. Smart contracts can be used for escrow arrangements, collateral management and corporate actions such as dividends and splits...
Introduction to Distributed Ledger Technology or BlockchainLaura Anthony, Esq.
Introduction to Distributed Ledger Technology or Blockchain: On July 13, 2017, FINRA held a Blockchain Symposium to assess the use of distributed ledger technology (DLT) in the financial industry, including the maintenance of shareholder and corporate records. DLT is commonly referred to as blockchain. The symposium included participation by the Office of the Comptroller of Currency, the US Commodity Futures Trading Commission (CFTC), the Federal Reserve Board and the SEC...
Confidential Registration Statements; IPO, Secondary, or Follow-on Offerings- The SEC recently expanded the ability to file confidential registration statements for all companies completing an initial public offering, secondary or follow-on offering made within the first year after a company becomes publicly reporting and for Section 12(b) Exchange Act registration statements. The ability to file confidential registration statements has previously been limited to emerging growth companies, or EGC’s and companies filing initial offering circular’s for first time Regulation A+ offerings...
OTC PINK Quotation Levels and Marketplace- Today is the continuation in a LawCast series talking about the OTC Pink marketplace and quotation criteria. The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities…
OTC PINK Listing Requirements- The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets through its alternative reporting standard. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities…
FINRA and SIE Examinations- On March 8, 2017, FINRA, filed a proposed rule change with the SEC to adopt amended registration rules and restructure the entry-level qualification examination for registered representatives. The new rules would also eliminate certain examination categories. In the last LawCast in this series I talked about the new Securities Industry Essentials or the SIE exam...
NASDAQ Capital Markets Director Independence Standards- In the prior LawCast in this series I gave a brief summary of the corporate governance standards including the requirement that a majority of the board of directors be independent and that all audit and compensation committee members be independent...
Medallion Guarantees- A medallion guarantee is a special signature guarantee used for the transfer of securities. Although from a logistical standpoint, a medallion guarantee is similar to a notary, in that a person checks the signatory’s identification and puts a stamp on their signature, it has far different implications...
NYSE MKT; Director Independence- Today is the continuation of a LawCast series discussing NYSE MKT listing requirements. In the prior LawCast in this series I gave a brief summary of the corporate governance standards including the requirement that, subject to certain exceptions, a majority of the board of directors be independent and that all audit and compensation committee members be independent. Moreover, audit and compensation committee members are subject to even more stringent independence requirements...
The Royal Museum Photo Book ( Balairung Seri )Lovie Tey
Photo book for Measured Drawings and Documentation of the Royal Musem, Balairung Seri by Taylor's University Architecture Student Sem2.5/3.5 of year 2016
Sie stellen Ihre Situation mit Symbolsteinen nach, so dass Ihr Gegenüber von den Zusammenhängen im System das gleiche Bild vor Augen hat wie Sie.
Er führt Sie dann mit Fragen und Impulsen durch einen Entwicklungsprozess hin zu Ihrer Lösung.
Durch den Perspektivwechsel kommen Sie zu neuen Einsichten und Erkenntnissen und finden Ihren besten Weg aus dem Dilemma. Mit systemischen Simulationen decken Sie zielführende Lösungsansätze auf und erschließen sich Handlungsoptionen.
DAO Tokens, Section 5 Obligations and Regulation ATS- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws and applied the analysis to the DAO and its ICO offering. Upon concluding that the DAO Tokens were securities, the SEC also concluded that the DAO needed to register their issuance, or satisfy a registration exemption, regardless of whether the DAO was incorporated or an unincorporated organization. Issuers, like securities, are broadly defined to include any sponsor or organization that is primarily responsible for the success or failure of the venture. Participants in an offering are also subject to Section 5 obligations and liability. Accordingly, this included the Slock.it founders and principals...
Applying the Howey Test to the DAO Tokens- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws. I also have detailed the relevant facts related to the DAO and its ICO offering.
Applying the Howey Test to the DAO Tokens, the SEC notes that “money” need not include cash, but rather can be anything of value. A contribution of ETH is an investment of “money” as considered by the Howey Test. Investors in the DAO were investing in a common enterprise with the expectation of profits, including dividends and increased value. The SEC also found that the profits were to be derived from the efforts of others, including Slock.it, its founders and the DAO curators...
Facts on the DAO Token ICO- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG, a German corporation, and various principals and participants. Today I am going through the relevant facts related to the DAO and its ICO
In a one-month period from April 30, through May 28, 2016, the DAO offered and sold 1.15 billion DAO Tokens in exchange for 12 million Ether (“ETH”) valued at approximately $150 million USD. ETH is a virtual currency. The Financial Action Task Force defines a “virtual currency” as:
a digital representation of value that can be digitally traded and functions as: (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status (i.e., when tendered to a creditor, is a valid and legal offer of payment) in any jurisdiction. It is not issued or guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the virtual currency. Virtual currency is distinguished from fiat currency (a.k.a. “real currency,” “real money,” or “national currency”), which is the coin and paper money of a country that is designated as its legal tender; circulates; and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-money, which is a digital representation of fiat currency used to electronically transfer value denominated in fiat currency...
Distributed Ledger Technology for the Securities IndustryLaura Anthony, Esq.
Distributed Ledger Technology for the Securities Industry- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I have been going through each of those topics as summarized in the FINRA report.
Related to Anti-Money Laundering and Customer Identification Programs - DLT allows for global and anonymous participation, and accordingly practices and regulations will need to address anti-money laundering (AML) and customer identification obligations (CIP). The Bank Secrecy Act of 1970 requires controls and procedures to detect and prevent money laundering. FINRA Rule 3310 addresses AML obligations.
In addition, FINRA Rule 2090, the Know Your Customer (KYC) rule, requires firms to “use reasonable diligence, in regard to the opening and maintenance of every account, to know (and retain) the essential facts concerning every customer and concerning the authority of each person acting on behalf of such customer.” Technology is already being explored to centralize identity management functions such that once a customer identity is verified, the information can be shared with all network participants. Obviously this would greatly streamline processes for broker-dealers and customers alike.
It is likely that DLT technology will surpass regulatory changes in the AML/CIP/KYC sectors. The FINRA report notes that the current rules allow a firm to outsource functions to third parties, but not overall responsibility. Accordingly, a firm could utilize DLT technology for these functions now if they can fashion internal controls and procedures that comply with the ultimate rule responsibilities....
Blockchain Applications to Broker Dealers- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I am going through each of those topics as summarized in the FINRA report.
Related to Customer Funds and Securities - DLT will create new ways to hold customer funds and securities and thus custodial changes. Broker-dealers that hold funds and securities must generally comply with Exchange Act Rule 15c3-3, which generally requires the broker to maintain physical possession or control over the customer’s fully paid and excess margin securities. Where funds and securities are purely digital, such as cryptosecurities, consideration will need to be made over how they are accounted for and who has the obligation. In addition, certain activities and access levels could amount to “receiving, delivering, holding or controlling customer assets” such as having access to a private key code for a customer.
Also potentially implicated in this area are Exchange Act Rule 15c3-1 related to net capital requirements, FINRA Rule 4160 on verification of assets and Exchange Act Rule 17a-13 related to quarterly security accounts.
Blockchain Technology Explained- In addition to the centralization of data, DLT can be used to process transactions by using overlaid software. For example, “smart contracts” can be created that would automatically execute agreed-upon terms in a contract based on certain triggering events. Smart contracts can be used for escrow arrangements, collateral management and corporate actions such as dividends and splits...
Introduction to Distributed Ledger Technology or BlockchainLaura Anthony, Esq.
Introduction to Distributed Ledger Technology or Blockchain: On July 13, 2017, FINRA held a Blockchain Symposium to assess the use of distributed ledger technology (DLT) in the financial industry, including the maintenance of shareholder and corporate records. DLT is commonly referred to as blockchain. The symposium included participation by the Office of the Comptroller of Currency, the US Commodity Futures Trading Commission (CFTC), the Federal Reserve Board and the SEC...
Confidential Registration Statements; IPO, Secondary, or Follow-on Offerings- The SEC recently expanded the ability to file confidential registration statements for all companies completing an initial public offering, secondary or follow-on offering made within the first year after a company becomes publicly reporting and for Section 12(b) Exchange Act registration statements. The ability to file confidential registration statements has previously been limited to emerging growth companies, or EGC’s and companies filing initial offering circular’s for first time Regulation A+ offerings...
OTC PINK Quotation Levels and Marketplace- Today is the continuation in a LawCast series talking about the OTC Pink marketplace and quotation criteria. The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities…
OTC PINK Listing Requirements- The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets through its alternative reporting standard. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities…
FINRA and SIE Examinations- On March 8, 2017, FINRA, filed a proposed rule change with the SEC to adopt amended registration rules and restructure the entry-level qualification examination for registered representatives. The new rules would also eliminate certain examination categories. In the last LawCast in this series I talked about the new Securities Industry Essentials or the SIE exam...
NASDAQ Capital Markets Director Independence Standards- In the prior LawCast in this series I gave a brief summary of the corporate governance standards including the requirement that a majority of the board of directors be independent and that all audit and compensation committee members be independent...
Medallion Guarantees- A medallion guarantee is a special signature guarantee used for the transfer of securities. Although from a logistical standpoint, a medallion guarantee is similar to a notary, in that a person checks the signatory’s identification and puts a stamp on their signature, it has far different implications...
NYSE MKT; Director Independence- Today is the continuation of a LawCast series discussing NYSE MKT listing requirements. In the prior LawCast in this series I gave a brief summary of the corporate governance standards including the requirement that, subject to certain exceptions, a majority of the board of directors be independent and that all audit and compensation committee members be independent. Moreover, audit and compensation committee members are subject to even more stringent independence requirements...
Foreign Private Issuers and ADRs- An ADR is a certificate that evidences ownership of American Depository Shares or ADS which, in turn, reflect a specified interest in a foreign company’s shares. Technically the ADR is a certificate reflecting ownership of an ADS...
M&A Broker Exemption- Following the SEC’s lead, effective July 1, 2016, Florida passed a statutory exemption from the broker-dealer registration requirements for entities effecting securities transactions in connection with the sale of equity control of private operating businesses (“M&A Broker”)...
Form 1-A and Regulation A- Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular, and Part III – Exhibits. Part I calls for certain basic information about the company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year...
Form 8-K- Today is the first in a LawCast series talking about Form 8-K. On September 26, 2016, and again on the 27th, the SEC brought enforcement actions against issuers for the failure to file 8-K’s associated with corporate finance transactions and in particular PIPE transactions involving the issuance of convertible debt, preferred equity, warrants and similar instruments. Prior to the release of these two actions, I have been hearing rumors in the industry that the SEC has issued “hundreds” of subpoenas to issuers related to PIPE transactions and in particular to determine 8-K filing deficiencies, Although hundreds is likely an exaggeration, the SEC is certainly focusing on this space.
Back in August 2014, the SEC did a similar sweep related to 8-K filing failures associated with 3(a)(10) transactions. The 8-K filing deficiency actions were a precursor to a larger SEC investigation on 3(a)(10) transactions themselves which culminated in two well-known enforcement actions against active 3(a)(10) participants (the Ironridge companies and IBC Funds) and resulted in a chill on the 3(a)(10) activity in the industry as a whole. 3(a)(10) actions continue today but the volume of transactions has dramatically reduced and the attention to due diligence, detail and reporting requirements has likewise increased...
Regulation A- On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A. Since the new Regulation A came into effect on June 19, 2015, its use has continued to steadily increase. In my practice alone I am noticing a large uptick in broker-dealer-placed Regulation A offerings, and recently, institutional investor interest...
NYSE MKT – Introduction- NYSE MKT Listing Requirements- The NYSE MKT is the small- and micro-cap exchange level of the NYSE suite of marketplaces. The NYSE MKT was formerly the separate American Stock Exchange known as the AMEX. In 2008, the NYSE Euronext purchased the AMEX and in 2009 renamed it the NYSE Amex Equities. In 2012 the exchange was renamed again to the current NYSE MKT. The NASDAQ and NYSE MKT are ultimately business operations vying for attention and competing to attract the best publicly traded companies and investor following...
Accpac to QuickBooks Conversion Navigating the Transition with Online Account...PaulBryant58
This article provides a comprehensive guide on how to
effectively manage the convert Accpac to QuickBooks , with a particular focus on utilizing online accounting services to streamline the process.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
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What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Premium MEAN Stack Development Solutions for Modern BusinessesSynapseIndia
Stay ahead of the curve with our premium MEAN Stack Development Solutions. Our expert developers utilize MongoDB, Express.js, AngularJS, and Node.js to create modern and responsive web applications. Trust us for cutting-edge solutions that drive your business growth and success.
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Explore our most comprehensive guide on lookback analysis at SafePaaS, covering access governance and how it can transform modern ERP audits. Browse now!
Matt Conway - Attorney - A Knowledgeable Professional - Kentucky.pdfMatt Conway - Attorney
After completing his law degree at the Brandeis School of Law at the University of Louisville, Matt Conway (Attorney) embarked on a varied career that has included roles in real estate law, public prosecution, and private practice. Find out more about him at his official site https://mattconway.net/
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Business Valuation Principles for EntrepreneursBen Wann
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Legal & Compliance, LLC- Whitepaper- FinCEN Updates Due Diligence Rules
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October, 2016
FinCEN Updates Due Diligence Rules
On May 11, 2016, the Financial Crimes Enforcement Network (“FinCEN”) issued new final rules under the Bank Secrecy
Act requiring financing institutions, including brokerage firms, to adopt additional anti-money laundering (AML)
procedures that include specific due diligence and ongoing monitoring requirements related to customer risk profiles and
customer information. In addition, the new rules require financial institutions to collect and verify information about
beneficial owners and control person of legal entity customers.
The Securities Exchange Act of 1934 (“Exchange Act”) specifically requires brokerage firms to comply with the Bank
Secrecy Act. FinCEN provides minimum rules. Brokerage firms are also required to comply with AML rules established
by FINRA, including FINRA Rule 3310. The purpose of the AML rules is to help detect and report suspicious activity
including the predicate offenses to money laundering and terrorist financing, such as securities fraud and market
manipulation. FINRA also provides a template to assist small firms in establishing and complying with AML procedures.
As of the date of this blog, FINRA has not updated Rule 3310 or its form template.
The new rules will make the difficult process of opening brokerage accounts even more difficult, especially for foreign
individuals and entities and U.S. individuals and entities operating through offshore entities. The new rules could impact
the ongoing process of depositing and trading in penny stocks, even for existing brokerage firm clients. FinCEN initially
issued advance notice of proposed rulemaking in March 2012 and issued proposed rules in August 2014. A push to
issue final rules gained momentum following the release of the Panama Papers. The new rules become effective for new
customer accounts opened on or after May 11, 2018; however, as discussed below, where appropriate it may have
retroactive application.
FinCEN requires that financial institutions address the following four key elements in all of their AML programs: (i)
customer identification and verification; (ii) beneficial ownership identification and verification; (iii) understanding the
nature and purpose of customer relationships to develop risk profiles; and (iv) ongoing monitoring for reporting
suspicious transactions and maintaining and updating customer information.
Obligation to identify and verify beneficial ownership
The USA Patriot Act grants authority to FinCEN to establish rules for financial institutions to identify and verify customer
information and establish AML procedures in general. All financial institutions are required to have minimum AML
procedures, and the application of these procedures has been the subject of many enforcement proceedings. The initial
customer identification program rule (CIP Rule) was enacted in 2003 and required financial institutions to identify any
individual or entity that opened an account but did not require identification of beneficial ownership.
A “legal entity” is defined as a corporation, limited liability company, partnership or other entity that is created by the filing
of a public document with a U.S. state or foreign governmental body. Under the new rules, the financial institution will
need to identify beneficial owners of a legal entity that own (i) 25% or more of the equity of the legal entity; and (ii) any
control persons over the legal entity, including officers, directors and senior management. Certain entities are excluded
from the definition of an “entity” for purposes of the CIP rules, including financial institutions, banks, bank holding
companies, certain pooled investment funds, state regulated insurance companies and foreign financial institutions.
Subject to certain exclusions, the new rule requires financial institutions to identify and verify the beneficial owners of
their legal entity customers. The rulemaking process included numerous comments on this requirement. As a
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concession, the final rule generally does not contain a requirement that the financial institution verify that a listed
beneficial owner in fact holds the disclosed ownership interest or exerts actual control over the entity.
As with most such rules, the financial institution can establish written processes and procedures tailored to that institution
and its operations. Such processes and procedures must include a consideration of both the ownership test and control
test of beneficial ownership. A financial institution must collect information on all individuals who either directly or
indirectly own 25% or more of the equity of an entity. Where a financial institution has questions or determines there are
risk factors, they may collect identifying information on owners with a lower percentage as well. In addition, the financial
institution must collect information on all individuals that have the ability to control, manage or direct the entity, including
officers, directors and key management.
The terms “direct and indirect” and “control” remain undefined and are to be broadly construed based on facts and
circumstances to encompass all forms of potential ownership and control. Likewise, when making risk and knowledge
assessments, the financial institution must consider all facts and circumstances and is held to a “reasonableness”
standard.
Financial institutions must verify the collected information. The original CIP Rule established verification requirements
based on risk. The same risk-based verification processes remain in place, with some modifications. In essence, the
financial institution must gather due diligence, including corporate records, ownership records and the like, and continue
such process until it is satisfied it has enough information on the beneficial owners of that particular entity, considering
the risk imposed by that entity.
There are two significant modifications from the CIP Rule. In particular, a financial institution may rely on photocopies of
documents rather than originals, and the institution may rely on disclosures of ownership from the entity itself except
where it has knowledge of facts that would call into question the reliability or veracity of such information.
The risk assessment in the CIP Rule includes a consideration of all relevant facts and circumstances, including, but not
limited to: (i) type of account; (ii) method of opening account; (iii) size of account and trading activity; (iv) type of
identifying customer information; (v) relationship with the customer, including other accounts with the same beneficial
owners, length of relationship, personal knowledge, and account activity; (vi) whether the customer has a physical
address or physical business location; (vii) whether the customer has a U.S. tax identification number; and (viii) historical
activity, including a suspicious activity.
Although the rule sets a firm requirement that financial institutions complete written procedures and apply them to all
accounts opened on or after May 11, 2018, FinCEN is clear that a financial institution has a broad requirement to monitor
and know its customers. Where risks are identified, additional procedures as outlined in the new rules should be applied
to accounts, effective immediately. In addition, financial institutions should have ongoing monitoring procedures and may,
where appropriate, go back and ask for information on existing accounts, as well as require updated information for
accounts on a continuing basis. For instance, if an account has suspicious activity or contradictory ownership or control
information is brought to the financial institution’s attention, there would be an obligation to conduct further due diligence
and update and verify ownership and control information.
Basic AML Procedure Requirements
The USA Patriot Act sets out the basic requirements for effective AML policies and procedures. In particular, an effective
AML program requires: (i) written policies and procedures; (ii) a designated compliance officer; (iii) an ongoing training
program; (iv) an independent audit; and (v) customer due diligence. The new rules are focused on the fifth element:
customer due diligence.
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An effective customer due diligence process must have procedures for effectively understanding a customer relationship
and establishing a customer risk profile, and for ongoing monitoring and compliance procedures, including those related
to detecting and reporting suspicious activities and updated customer beneficial ownership and control information.
The Bank Secrecy Act imposes an obligation on broker-dealers to file a SAR with FinCEN to report any transaction (or a
pattern of transactions) involving $5,000 or more, in which it “knows, suspects, or has reason to suspect” that it “(1)
involves funds derived from illegal activity or is conducted to disguise funds derived from illegal activities; (2) is designed
to evade any requirements of the Bank Secrecy Act; (3) has no business or apparent lawful purpose and the broker-
dealer knows of no reasonable explanation for the transaction after examining the available facts; or (4) involves use of
the broker-dealer to facilitate criminal activity.”
SEC guidance points out red flags that should cause a broker to conduct further investigation as to whether a SAR needs
to be filed, including:
Atypical trading patterns in the issuers’ securities, including trading involving sudden spikes in price and volume; Certain
patterns of trading activity being common to several customers, including, but not limited to, the sales of large quantities
of the shares of multiple issuers by the customers; Notifications received from the broker-dealers’ clearing firms that the
clearing firms had identified potentially suspicious activity in the securities of certain issuers or certain of the broker-
dealers’ customer Such notifications have taken the form of alerts, expressions of concern, or actions taken by the
clearing firms to restrict trading in certain issuers’ securities and/or certain customer accounts; The involvement of certain
types of accounts, including those that provide anonymity to the beneficial owners in the liquidation of the shares of the
micro-cap issuers (see examples below); Requests received from FINRA for information relating to certain issuers and
the broker-dealers’ customer accounts; Certain types of issuer information, such as nominal assets and low operating
revenue, and frequent changes to the type of activity in which the business was engaged, the name of the corporate
entity, directors, and/or management; and Sales through the broker-dealer by individuals known throughout the industry
to be stock
The SEC gave examples of the types of accounts that should raise a red flag and therefore further inquiry. Those
accounts include, but are not limited to:
Accounts of purported stock loan companies, which may hold the restricted securities of corporate insiders who have
pledged the securities as collateral for, and then defaulted on, purported loans, after which the securities are sold on an
unregistered basis; Accounts held in the name of a corporate entity (or LLC), either for the company’s own use or as a
third-party custodian on behalf of other beneficial shareholders or customers, which disguise the unregistered sales of
securities owned by corporate insiders of the company and allow for those insiders to withdraw proceeds individually;
Accounts held in the names of foreign financial institutions, such as offshore banks and/or broker-dealers that sold
shares of the stock on an unregistered basis on behalf of customers, who may have been stock promoters; and Accounts
using a master/sub-structure, which allows for trading anonymity with respect to the sub-accounts’
FINRA Rule 3310
Brokerage firms are also required to comply with AML rules established by FINRA, including FINRA Rule 3310. The
purpose of the AML rules is to help detect and report suspicious activity, including the predicate offenses to money
laundering and terrorist financing, such as securities fraud and market manipulation. FINRA also provides a template to
assist small firms in establishing and complying with AML procedures. As of the date of this blog, FINRA has not updated
Rule 3310 or its form template. FINRA Rule 3310 sets out minimum standards to be included in a firm’s written AML
compliance program. At a minimum, a firm’s AML compliance program must meet the following requirements: