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US SEC Sanctions Tai Mo Shan for Misleading Investors and Unregistered Crypto Sales in Terra USD Stablecoins
On 20 December 2024, the United States Securities and Exchange Commission (US SEC) issued an order instituting cease-and-desist proceedings pursuant to Section 8A of the United States Securities Act of 1933, making findings, and imposing a cease-and-desist order against Tai Mo Shan Limited, a subsidiary of Jump Crypto Holdings LLC. The company has been ordered to pay US $123 million in penalties and disgorgements for its role in misleading investors about the stability of Terraform Labs’ Terra USD (UST) stablecoin and engaging in unregistered sales of LUNA, a crypto asset classified as a security. This case highlights critical lapses in transparency and compliance in the cryptocurrency sector and reinforces the US SEC’s commitment to safeguarding investor interests and upholding market integrity. Tai Mo Shan Limited’s involvement with Terraform Labs began in November 2019, when the company entered agreements with Terraform, a Singapore-based firm responsible for issuing LUNA and UST....
UK FCA Publishes Consultation paper on Investment Disclosure Rules for Retail Investors
On 19 December 2024, the United Kingdom's Financial Conduct Authority (UK FCA) announced an order instituting consultation for a new product information framework under CP24/30: A New Product Information Framework for Consumer Composite Investments (CCIs). The initiative proposes amendments to how investment products are presented to retail investors, focusing on enhancing clarity, flexibility, and consumer empowerment in investment decisions. This decision follows a commitment by the UK Treasury to replace European Union-derived regulations with a more tailored domestic framework. The current EU-based regulatory landscape, which includes Packaged Retail and Insurance-based Investment Products (PRIIPs) and Undertakings for Collective Investment in Transferable Securities (UCITS), criticised for its rigidity and inefficiency in delivering meaningful, comprehensible investment information to consumers, and, therefore by redefining the regulatory framework, the UK FCA aims to address...
US SEC Approves PCAOB’s 399.7 Million USD Budget for 2025, Establishes Accounting Support Fee
On 18 December 2024, the United States Securities and Exchange Commission (US SEC) approved the 2025 budget of the Public Company Accounting Oversight Board (PCAOB), amounting to $399.7 million, alongside the corresponding annual accounting support fee. The accounting support fee, totalling US$374.9 million, will be distributed among public company issuers ($346.1 million) and registered broker-dealers (US$28.8 million). The PCAOB was established by the United States Sarbanes-Oxley Act of 2002 to enhance trust in financial reporting by overseeing the audits of public companies and broker-dealers. Its responsibilities include setting auditing standards, conducting inspections, and investigating and disciplining auditors. The US SEC maintains oversight of the PCAOB, approving its budget annually to ensure its activities align with investor protection and public interest goals. For 2025, the PCAOB submitted its budget proposal to the US SEC after a rigorous review process. The US SEC’s...
US SEC Approves Rule Changes for Listing Hashdex and Franklin Crypto Index ETFs
On 19 December 2024, the United States Securities and Exchange Commission (US SEC) has granted approval for rule changes proposed by the Nasdaq Stock Market LLC and Cboe BZX Exchange, Inc. to list and trade shares of two new cryptocurrency-based exchange-traded funds (ETFs): the Hashdex Nasdaq Crypto Index ETF and the Franklin Crypto Index ETF. The Hashdex Nasdaq Crypto Index ETF and the Franklin Crypto Index ETF represent commodity-based trust shares designed to hold spot bitcoin and ether, with proportions determined by their respective market capitalisations. The Nasdaq proposal for the Hashdex ETF and the Cboe proposal for the Franklin ETF both underwent amendments and public consultations to refine their operational structures and ensure alignment with applicable trading rules. The SEC’s decision follows previous approvals of cryptocurrency-based ETFs that focused on either spot bitcoin or ether, building on the regulatory framework established in 2024. Both ETFs aim to provide...
HK SFC Licenses Four Virtual Asset Trading Platforms Under Streamlined Licensing Process & Issues Circular
On 18 December 2024, the Hong Kong Securities and Futures Commission (HK SFC) announced that it had granted licences to four virtual asset trading platforms (VATPs) under its streamlined licensing process. The process follows a comprehensive series of on-site inspections conducted since June 2024. The four newly virtual asset trading licensed platforms, Accumulus GBA Technology (Hongkong) Co. Limited, DFX Labs Company Limited, Hong Kong Digital Asset EX Limited, and Thousand Whales Technology (BVI) Limited, will initially operate under a restricted scope of business while completing mandatory rectifications and assessments as outlined in the SFC’s newly published circular. The streamlined licensing process as initiated by HK SFC mandates requirements such as rectifying issues identified during the HK SFC’s inspections and conducting independent vulnerability assessments and penetration tests to ensure compliance with security and operational standards. The Hong Kong Securities and...
UK FCA Publishes Consultation Paper on Private Stock Market PISCES to Transform UK Capital Access
On 17 December 2024, the United Kingdom Financial Conduct Authority (UK FCA) published a consultation paper CP24/29 on the establishment of the Private Intermittent Securities and Capital Exchange System (PISCES). This proposed private stock market aims to allow investors to trade shares in private companies. PISCES is designed to address the increasing demand for trading private company shares as more firms opt to remain private for extended periods. The proposals apply to private companies seeking to raise capital through share sales and to firms operating trading platforms within the PISCES framework which allows intermittent trading events and mandatory risk warnings for investors. PISCES is aimed to bridge the gap between private and public markets, but it also raises important questions about regulatory oversight and market feasibility. While the initiative promises to unlock diversified investment opportunities, the risks inherent in private company trading require careful...
UK FCA Publishes Discussion Paper DP24/4 Seeking Feedback on Strengthening Transparency and Market Integrity in Crypto Markets
On 16 December 2024, the United Kingdom Financial Conduct Authority (UK FCA) released Discussion Paper DP24/4, presenting proposals to enhance transparency, market integrity, and consumer protection in the UK’s crypto markets. These rules, if approved would apply to cryptoasset trading platforms, intermediaries, issuers, and other market participants operating in or targeting the UK market. The document invites industry feedback on plans to introduce admissions and disclosures (A&D) requirements for cryptoassets and implement a robust Market Abuse Regime for Cryptoassets (MARC). The UK FCA’s discussion paper outlines measures to establish regulatory controls for cryptoasset admissions, disclosures, and market abuse prevention. It builds upon the UK government’s earlier consultation in February 2023, which laid the foundation for including cryptoasset activities within the FCA’s regulatory remit. The proposals certain areas for regulation, such as the admissions and disclosures...
US SEC Publishes Mandatory Electronic Filing and Website Disclosures for Financial Forms and Reports and Updates to FOCUS Reports
On 16 December 2024, the United States Securities and Exchange Commission (US SEC) published the final rules for Electronic Submission of Certain Materials Under the United States Securities Exchange Act of 1934; Amendments Regarding the FOCUS Report which proposes amendments to require the electronic filing, submission, or posting of certain financial forms and materials under the United States Securities Exchange Act of 1934. The proposed rules updates the US SEC’s data collection processes by mandating the use of the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system and adopting structured data formats where appropriate. The proposed rule changes apply to market participants, including SROs, registered clearing agencies, broker-dealers, over-the-counter (OTC) derivatives dealers, and security-based swap entities. The US SEC also published an accompanying fact sheet on 16 December 2024, which summarises the proposed changes. The proposed rule was initially published...
ASIC Sues Binance Australia Derivatives for Misclassifying Retail Clients and Consumer Protection Failures
On 18 December 2024, the Australian Securities and Investments Commission (ASIC) commenced civil proceedings in the Australian Federal Court against Oztures Trading Pty Ltd, trading as Binance Australia Derivatives, alleging significant breaches of consumer protection laws under the Australian Corporations Act 2001 (Cth). ASIC claims Binance misclassified 505 retail clients as wholesale clients, denying them crucial consumer protections while exposing them to high-risk crypto derivative products. According to ASIC’s Statement of Claim and Originating Process filed in the Federal Court, Binance’s compliance systems failed to meet legal standards, leading to systemic misclassifications, inadequate disclosures, and substantial financial harm to clients. The case was filed in the Australian Federal Court’s Victoria Registry under File Number VID1381/2024. While ASIC has initiated proceedings seeking civil penalties, declarations, and adverse publicity orders against Binance Australia...
Kraken Operator Ordered to Pay AUD 8 Million for Regulatory Breaches Following ASIC Action
On 12 December 2024, the Australian Federal Court, in its judgment titled Australian Securities and Investments Commission v Bit Trade Pty Ltd 2024 FCA 1422, ordered Bit Trade Pty Ltd, the Australian operator of the Kraken cryptocurrency exchange, to pay AUD 8 million in penalties. The decision followed legal proceedings initiated by the Australian Securities and Investments Commission (ASIC). The Court found that Bit Trade unlawfully issued a margin trading product to more than 1,100 retail clients without meeting critical regulatory obligations under the Australian Corporations Act 2001 (Cth), as outlined in the judgment released by the Federal Court. The ruling comes after ASIC alleged that Bit Trade failed to comply with the design and distribution obligations (DDO) when offering its “margin extension” product. This financial product allowed clients to borrow funds, either in national currencies like USD or digital assets such as Bitcoin, to trade on the Kraken exchange. The...
US SEC Orders Cantor Fitzgerald to Pay $6.75 Million for Misleading SPAC Disclosures
On 12 December 2024, the United States Securities and Exchange Commission imposed a cease and desist order against Cantor Fitzgerald, L.P., a global financial services firm, for causing materially misleading disclosures by two special purpose acquisition companies (SPACs) it controlled. The US SEC found that Cantor Fitzgerald misled investors about discussions with potential merger targets, violating federal securities laws. The firm has agreed to pay a $6.75 million civil penalty as part of a settlement. Cantor Fitzgerald was charged with causing two SPACs, CF Finance Acquisition Corp. II (CFAC II) and CF Acquisition Corp. V (CFAC V), to deny substantive discussions with potential merger targets before their respective IPOs. The US SEC’s investigation revealed that Cantor had indeed engaged in pre-IPO negotiations with potential targets, including View, Inc. and Satellogic Inc., which later became the merger partners of the SPACs. These misleading statements, contained in public...
US SEC Announces Leadership Change as Erik Gerding Steps Down, Cicely LaMothe to Serve as Acting Director
On 13 December 2024, the United States Securities and Exchange Commission announced that Erik Gerding, Director of the Division of Corporation Finance, will step down from his role effective 31 December 2024. Washington. Cicely LaMothe, currently serving as Deputy Director of Disclosure Operations, has been named Acting Director upon Mr. Gerding’s departure. Mr. Gerding joined the US SEC in October 2021 as Deputy Director of the Division of Corporation Finance, focusing on Legal and Regulatory Policy. He became Director in February 2023, during which time he oversaw the implementation of several major regulatory initiatives. These included rules on climate-related disclosures, cybersecurity risk management, executive compensation, and conflicts of interest in securitizations. Under his leadership, the Division also finalised reforms such as universal proxy, updates to United States Rule 10b5-1 plans governing insider share sales, and standards for clawbacks of erroneously awarded...
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