Exchange-Traded Managed Funds: The Future of Active Investing?
|
|
- Katherine Wright
- 6 years ago
- Views:
Transcription
1 MMI NET MEETING Thursday, January 8, 2015 at 12 PM MEMBERS ONLY Exchange-Traded Managed Funds: The Future of Active Investing? Host: Christopher L. Davis, President, Money Management Institute Special Introduction by: John Jacobs, Special Advisor, Global Information Services, NASDAQ OMX Panelists: Steven W. Stone, Partner, Morgan, Lewis & Bockius LLP Richard F. Morris, Partner, Morgan, Lewis & Bockius LLP Stephen Clarke, President, Navigate Fund Solutions, an affiliate of Eaton Vance ADVANCING THE FUTURE OF INVESTMENT ADVISORY SOLUTIONS 1
2 Upcoming MMI Events ADVANCING THE FUTURE OF INVESTMENT ADVISORY SOLUTIONS 2
3 THE EVOLUTION OF ETFS
4 THE BEGINNING QQQ Launched 2008 First ac*vely managed fully transparent ETF launched 2010 U.S. ETFs crossed $1 Trillion AUM November 2014 SEC approves non- transparent ac*vely managed ETF 1989 SPDR Launched Toronto Index Par*cipa*on Fund Launched December 2014 U.S. ETFs crossed $2 Trillion AUM 4 The Evolu*ons of ETFs
5 THE RETAIL MARKET ishares Q Q Q s The worlds largest family of Exchange Traded Funds (ETFs) from BlackRock. An ETF that tracks the NASDAQ-100 index. 5 The Evolu*ons of ETFs
6 ADVANTAGES Lower TER, no- load Tradable Easy re- balance of porpolio ETF ADVANTAGES Diversifica*on Tax- Advantaged Liquidity 6 The Evolu*ons of ETFs
7 EXPANSION The ETF market is expanding in several ways: Multiple asset classes Geography Smart Beta 7 The Evolu*ons of ETFs
8 THE FUTURE DEFINED BENEFIT NON- TRANSPARENT PLATFORMS WRAPPERS DEFINED CONTRIBUTION 8 The Evolu*ons of ETFs
9 Contact Us John Jacobs Jeffrey McCarthy The Evolu*on of ETFs
10 The Non-Transparent Future of Investing: Regulatory Developments and Non-Transparent ETPs Richard F. Morris
11 Overview v ETP Regulatory Milestones v Overview and comparison of proposed models v actions taken on proposals v SEC s concerns about non-transparent ETFs v Distinguishing features of ETMFs v Potential Future Developments 11
12 ETP Regulatory Milestones 1993 State Street launches the SPDR Trust, a UIT that tracks the S&P 500 Index; other UITs followed, including Mid Cap SPDRs (1995), Diamonds (1998), Nasdaq 100 Trust (1999), and BLDRS (2002) First managed open-end ETFs launched WEBS (now MSCI ishares) Barclays launches ishares and Vanguard launches Vipers ishares launches first fixed income index based ETF SEC issues relief to ishares to permit mutual funds to invest in ishares ETFs beyond the Section 12(d)(1) limits First Commodity ETPs ProShares launches first leveraged and inverse index based ETFs; WisdomTree launches first ETFs based on affiliated indexes SEC issues orders to permit first actively managed ETFs SEC issues order to permit first ETF organized in Master-Feeder structure First modified affiliated index orders SEC issues order permitting ETMFs.
13 Proposed Non-Transparent Exchange-Traded Products ( ETPs ) v What are Non-Transparent ETPs? Actively-managed strategies employed by a registered investment pool, with shares traded on an exchange, but with concealed portfolio holdings v October 21 - SEC indicated that it would deny two applications that requested exemptive relief for non-transparent ETFs (IC-31300; IC-31301) Both applicants sought to use a blind trust model (One applicant subsequently re-filed on 12/22/14 with an amended blind trust structure) v November 6 SEC indicated that it would grant exemptive relief to Exchange-Traded Managed Funds ( ETMFs ) (IC-31333) v November 7 SEC approved new listing rule for ETMF shares ( ) v v December 2 SEC issued order approving ETMF (IC-31361) Two other applications for non-transparent ETFs are pending that propose to use a set of proxy data, deliverable to the market daily, in lieu of daily portfolio holdings disclosure 13
14 Blind Trust ETPs v The Blind Trust model sought to maintain portfolio confidentiality by using a trust as an intermediary between the ETF and each Authorized Participant ( AP ) Blind Trust would have been maintained by ETF custodian acting as trustee Underlying securities to be delivered to APs upon redemption would be kept at the Blind Trust and the position would either be liquidated or managed by the custodian on the AP s behalf, pursuant to the instructions of the AP Creation orders would be effected in cash v Would have relied on the 15-second Intraday Indicative Value ( IIV ) to facilitate intraday trading v In place of daily portfolio disclosure, the proposed Blind Trust models would have used quarterly portfolio disclosure, similar to mutual funds, and relied on investment strategy disclosure in the ETF prospectus 14
15 Blind Trust ETPs v SEC concluded that the Blind Trust structure would not be capable of keeping non-transparent ETFs trading sufficiently close to NAV v The Blind Trust model would have needed arbitrage in order to maintain secondary market prices at or close to NAV. However, the SEC was not confident that use of the IIV alone would foster necessary arbitrage activity v SEC was not convinced that in the absence of portfolio transparency, even with a backstop provision, the Blind Trust structure would be capable of preventing material deviations from NAV The proposed Blind Trust structures would have, in times of market turbulence, permitted shareholders to place redemption orders in less than creation unit size but would have charged a 2% fee The SEC worried that the costs associated with the backstop would dissuade its use 15
16 Proxy Data Models v Proxy data models argue that portfolio transparency is not a requirement of ETFs if there is an alternative set of information that can keep share prices trading close to NAV v One proposed proxy data structure would disclose portfolios on a 30-day lag and would disclose daily a trading basket of representative ETFs, which would be designed to closely track the portfolio of the non-transparent ETF v Proxy data could be used by market makers to hedge intraday risk in the ETF v The two current proposals differ in terms of the data that would be provided, with one of the proposals offering to provide a more robust set of metrics v SEC approval will turn on its comfort that APs and retail investors will trade at substantially the same price 16
17 ETMFs v Only APs can transact with an ETMF, and only in creation unit size Creation Units will range in size from 5,000 shares to 50,000 shares v ETMF will disclose daily a creation basket in the form of a composition file Creation orders and redemption orders would be effected in-kind plus a cash component Creation baskets of deposit securities will not reflect a pro rata slice of the ETMF s portfolio v ETMFs will trade at values relative to NAV (e.g., NAV +/- 0.05) Trading will take place at NAV-Based Pricing and then be closed out at an absolute price after NAV is struck at the end of the trading day v An intraday indicative value will be published for each ETMF every 15 minutes v In place of daily portfolio disclosure, ETMF will disclose its portfolio quarterly, similar to mutual funds, with up to a 60-day lag 17
18 An ETMF s Composition File v Published daily; reflects the basket of securities and cash that the ETMF will accept for creations and redemptions All APs will transact in same composition file each day Exemptive relief limits use of cash in lieu May consist entirely of cash which may have negative tax implications v Each security in the composition file will be a current holding of the ETMF, but a security s weighting in the composition file will not necessarily be consistent with its weighting in the ETMF s portfolio v Composition file may exclude securities that the ETMF intends to add or remove from its portfolio (helps prevent inadvertent disclosure of strategy/ reverse engineering of strategy) 18
19 ETMF Pricing and Trading The defining characteristic of an ETMF is its unique secondary market pricing and trading mechanisms v Unlike ETFs, which trade in the secondary market on an absolute dollar basis that is typically within a few basis points of the fund s NAV, ETMFs trade at a price relative to NAV v Like ETFs, end of day NAV will be used for pricing creations and redemptions v Unlike with ETFs, the end of day NAV will also be used to finalize the prices of secondary market trades executed during the trading day 19
20 ETMF Pricing and Trading v The following factors may impact an ETMF s intraday price: Supply and demand for ETMF shares Transaction costs associated with creations/redemptions Liquidity (i.e. Market Maker competitiveness and inventories) v ETMFs IIVs will be absolute dollar estimates of ETMF shares, the primary purpose of which will be to assist market participants in determining the approximate cost of the number of ETMF shares they wish to purchase/sell v Nasdaq will implement a new NAV-Based Trading protocol where all bids, offers and execution prices for an ETMF will be expressed as a premium or discount to the next-determined NAV ETMF ticker symbols will have a unique identifier Nasdaq s proprietary data feed will use the NAV +/- format Consolidated tape will use a proxy price to stand in for the ETMF s nextdetermined NAV (i.e. NAV of would print as ) 20
21 Speaker Biography Richard F. Morris New York, NY tel: fax: Mr. Morris focuses his practice on ETFs, ETPs, mutual funds, and investment advisers. He advises clients on the full range of legal, regulatory and compliance matters applicable to ETFs, ETPs, mutual funds, indexes and investment advisers. He is a former General Counsel and in-house attorney at two of the top five ETF completes. He was a Senior Counsel in the SEC s Office of General Counsel. Mr. Morris has more than 20 years of experience as an asset management lawyer and chief compliance officer. He has been at the forefront of ETF representation since 2000 when he helped launch the ishares ETFs. He has significant experience working with the SEC and has helped his clients obtain innovative SEC exemptive orders that have since become industry standard. 21
22 international presence Almaty Beijing Astana Boston Beijing Brussels Boston Brussels Chicago Chicago Dallas Dubai* Dallas Frankfurt Dubai Frankfurt Harrisburg Harrisburg Houston Irvine Hartford London Houston Los Angeles London Miami Los Angeles Moscow Miami New York Moscow Palo New Alto York Paris Orange Philadelphia County Pittsburgh Paris Philadelphia Princeton San Pittsburgh Francisco Princeton Tokyo Washington San Francisco Wilmington Santa Monica Silicon Valley Tokyo Washington Wilmington *In association with Mohammed Buhashem Advocates & Legal Consultants
23 TM The Next Evolution of Fund Investing 23
24 Agenda 1. What are NextShares 2. Performance and tax advantages 3. Mechanics of buying and selling 4. Trading cost transparency 5. Protection against front-running 6. Launch plan 24
25 What are NextShares? A new type of actively managed exchangetraded product 25
26 NextShares performance and tax advantages Lower operating expenses Many mutual fund shares pay significant 12b-1 fees and TA fees. NextShares will not pay 12b-1 fees and have minimal TA expenses. Less cash drag Mutual funds may hold extra cash in connection with shareholder inflows and outflows, which can be a drag on performance. NextShares seek to minimize flow-related cash drag. Lower trading costs Mutual funds often incur extra trading costs when investors buy and sell shares. NextShares are structured to avoid most flowrelated trading and associated costs. 26
27 NextShares performance and tax advantages Active mutual funds face built-in structural costs that can erode returns distribution and service (12b-1) fees transfer agency (TA) fees flow-related trading costs cash drag According to a new study* of active equity funds over : 12b-1 fees averaged approximately 15 basis points per year TA fees, flow-related trading costs and cash drag together averaged approximately 63 basis points annually *available for download at nextshares.com Navigate Fund Solutions LLC, Avoidable Structural Costs of Actively Managed Mutual Funds, November The indicated averages are the asset-weighted averages of equity mutual funds offered to retail investors for which data was available for the years included in the study. 27
28 NextShares performance and tax advantages Outflows can trigger taxes for mutual fund shareholders from selling appreciated securities to raise cash Using in-kind redemptions to meet outflows can reduce fund capital gains and lower shareholder taxes NextShares can benefit from in-kind redemptions similar to ETFs 28
29 Buying and selling NextShares A typical trading day Due to the use of NAV-based trading, costs to buy and sell NextShare are expected to be low. In addition, advisors and investors can control their trading costs using limit orders. 9:30 a.m. Opening bell. Market opens. NextShare begin trading on exchange. Bid Price: NAV -$0.01 Offer Price: NAV +$0.02 2:30 p.m. Buy order executed at current offer. Lock in trading cost. Investor receives notice showing number of shares bought and amount of trading cost (= executed premium or discount to next daily NAV). Buy at: NAV +$0.02 4:00 p.m. Market closes. Final trade price set. Fund NAV is determined at market close. Investor receives final confirmation showing purchase price (= NAV plus or minus executed premium/discount). NAV: $20.00 Trade Price: $20.02 (NAV +$0.02) 29
30 NextShares trading cost transparency NextShares offer built-in trading cost transparency buying at NAV +$0.02 means trading cost of two cents a share selling at NAV -$0.01 means trading cost of a penny a share (plus commissions that apply) ETFs do not provide similar trading cost information most ETF investors cannot measure the quality of their trade executions 30
31 NextShares protect against front-running of fund trades Unlike active ETFs, not required to disclose all current portfolio holdings each day Managers can structure creation/redemption baskets to avoid telegraphing current fund trading activity generally avoid adding new positions until purchases completed may avoid removing sold positions until sales nearly completed Avoid resulting dilution of shareholder returns Compatible with full range of active strategies 31
32 NextShares launch plan Ensure marketplace readiness Introduce NextShares funds mirroring existing Eaton Vance mutual funds License IP and provide related services to other fund sponsors to support their offering of NextShares 32
33 Disclosure The U.S. launch of NextShares is conditional upon fund regulatory approval, the likelihood and timing of which cannot be predicted. Commercial success also requires completion of enabling implementation technology and acceptance by market participants, which cannot be assured. NextShares will not offer investors the opportunity to buy and sell intraday based on current (versus end-of-day) determinations of fund value. NextShares trade execution prices will fluctuate based on changes in NAV and may vary significantly from anticipated levels during periods of market volatility. Although limit orders may be used to control differences in trading costs, they cannot be used to control or limit trade execution prices. There can be no guarantee that an active trading market for NextShares will develop or be maintained, or that their listing will continue unchanged. Buying and selling NextShares may require payment of brokerage commissions and expose transacting shareholders to other trading costs. Market trading prices of NextShares may be above, at or below NAV, will fluctuate in relation to NAV based on supply and demand in the market for shares and other factors, and may vary significantly from NAV. The return on a shareholder s NextShares investment will be reduced if the shareholder sells shares at a greater discount or narrower premium to NAV than he or she acquired the shares. The performance of actively managed NextShares will depend in part on the portfolio manager s successful application of analytical skill and investment judgment. A NextShares fund is not a complete investment program, and there is no guarantee that it will achieve its investment objective. It is possible to lose money on an investment in NextShares. Investors in NextShares should have a long-term perspective and be able to tolerate potentially sharp declines in value. An investment in NextShares is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency, entity or person. 33
34 The Next Evolution of Fund Investing 34
UNDERSTANDING CLOSED- END INTERVAL FUNDS Sean Graber, Partner Thomas S. Harman, Partner David W. Freese, Associate. June 7, 2017
UNDERSTANDING CLOSED- END INTERVAL FUNDS Sean Graber, Partner Thomas S. Harman, Partner David W. Freese, Associate June 7, 2017 2017 Morgan, Lewis & Bockius LLP Overview What are Interval Funds? How are
More informationREQUIREMENTS AND HIGHLIGHTS OF THE VOLCKER RULE AND ITS REGULATIONS
REQUIREMENTS AND HIGHLIGHTS OF THE VOLCKER RULE AND ITS REGULATIONS July 1, 2015 Charles Horn, Partner Steve Stone, Partner Melissa Hall, Of Counsel Monique Botkin, Investment Adviser Association (Moderator)
More informationSEC PROPOSES LIQUIDITY RISK- MANAGEMENT RULES. Christopher D. Menconi, Sean Graber, Beau Yanoshik, David W. Freese January 20, 2016
SEC PROPOSES LIQUIDITY RISK- MANAGEMENT RULES Christopher D. Menconi, Sean Graber, Beau Yanoshik, David W. Freese January 20, 2016 2015 Morgan, Lewis & Bockius LLP Overview Introduction Liquidity Risk
More informationTHE TRANSFORMATION OF INVESTMENT ADVICE: DIGITAL ADVISERS AS FIDUCIARIES
THE TRANSFORMATION OF INVESTMENT ADVICE: DIGITAL ADVISERS AS FIDUCIARIES Jennifer L. Klass and Eric L. Perelman Wharton Pension Research Counsel 2018 Symposium: The Disruptive Impact of FinTech on Retirement
More informationSummary Prospectus. Investment Objective Brandes Value NextShares ( Value NextShares or the Fund ) seeks long term capital appreciation.
Summary Prospectus Ticker Symbol: BVNSC February 15, 2018 Before you invest, you may want to review the Fund s Prospectus, which contains more information about the Fund and its risks. You can find the
More informationTAX ISSUES IN M&A TRANSACTIONS
MORGAN LEWIS 2018 M&A ACADEMY PRESENTS: TAX ISSUES IN M&A TRANSACTIONS Daniel Nelson, Partner Casey August, Partner March 6, 2018 2018 Morgan, Lewis & Bockius LLP Introductory Notes Focus on domestic transactions
More informationBad Actor Disqualification in Private Placements New Rule 506(d)
Bad Actor Disqualification in Private Placements New Rule 506(d) The Vine November 8, 2013 www.morganlewis.com DB1/76600736.2 Morgan, Lewis & Bockius LLP Registration or Exemption Rule #1: Registration
More informationCauseway Global Value NextShares The NASDAQ Stock Market LLC CGVIC. Summary Prospectus January 25, 2019
Causeway Global Value NextShares The NASDAQ Stock Market LLC CGVIC Summary Prospectus January 25, 2019 Before you invest, you may want to review the Fund s prospectus, which contains more information about
More informationCONFLICTS OF INTEREST
CONFLICTS OF INTEREST SEC STAFF TRAINING Jennifer L. Klass Christine M. Lombardo May 20, 2015 2015 Morgan, Lewis & Bockius LLP Overview What is a Conflict? Regulatory Focus on Conflicts Framework for Addressing
More informationSECTION 4062(e) PLANT SHUTDOWN LIABILITY
PLAN SPONSOR BASICS: SECTION 4062(e) PLANT SHUTDOWN LIABILITY Presenters: April 29, 2015 Althea R. Day Brian J. Dougherty 2015 Morgan, Lewis & Bockius LLP PBGC Plant Shutdown Liability Before 2015 Statutory
More informationCAUSEWAY ETMF TRUST (the Trust ) Causeway International Value NextShares Causeway Global Value NextShares (each a Fund and collectively the Funds )
CAUSEWAY ETMF TRUST (the Trust ) Causeway International Value NextShares Causeway Global Value NextShares (each a Fund and collectively the Funds ) SUPPLEMENT DATED APRIL 12, 2019 TO EACH FUND S SUMMARY
More informationHow do NextShares invest? Introducing NextShares
UNLEASH THE ACTIVE. What are NextShares? NextShares exchange-traded managed funds are a new way to invest in actively managed strategies. Because they are actively managed, NextShares offer the potential
More informationUnderstanding the Requirements and Impact of the Volcker Rule and the Final Regulations. February 11, 2014
Understanding the Requirements and Impact of the Volcker Rule and the Final Regulations Please note that any advice contained in this communication is not intended or written to be used, and should not
More informationPREPARING FOR A CHANGE IN CONTROL
GLOBAL PUBLIC COMPANY ACADEMY PREPARING FOR A CHANGE IN CONTROL PLANS AND AGREEMENTS AFFECTED BY A CHANGE IN CONTROL Justin Chairman Jeanie Cogill Amy Pocino Kelly April 4, 2018 2018 Morgan, Lewis & Bockius
More informationPreparation for IPOs & Eurobond offerings
Preparation for IPOs & Eurobond offerings www.morganlewis.com Carter Brod & Iain Wright, Morgan Lewis London Stock Exchange Russia & CIS Conference Moscow 2 July 2012 Presentation outline Preparation for
More informationM&A ACADEMY: TAX ISSUES IN M&A TRANSACTIONS
M&A ACADEMY: TAX ISSUES IN M&A TRANSACTIONS Daniel Nelson, Partner Casey August, Partner February 12, 2019 2019 Morgan, Lewis & Bockius LLP Introductory Notes Focus on domestic transactions Cross-border
More informationNAVIGATING US TAX REFORM:
NAVIGATING US TAX REFORM: WHAT BUSINESSES NEED TO KNOW Inbound Investment: Non-U.S. Taxpayers Investing Into the U.S. Market January 23, 2018 Presenters: Richard LaFalce, Partner Daniel Nelson, Partner
More informationIssues for Broker-Dealers acting as APs or LMMs for ETFs
Issues for Broker-Dealers acting as APs or LMMs for ETFs ETF Breakfast Roundtable Session I September 20, 2011 www.morganlewis.com Agenda Structure t of ETFs Large Ownership Positions in ETFs Issuer and
More informationM&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL
M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL October 24, 2017 John Utzschneider and Gitte Blanchet 2017 Morgan, Lewis & Bockius LLP Agenda Overview of the Acquisition Process Basic
More informationSEC Issues Preliminary Denial Notices for Two Nontransparent Actively Managed ETF Applications
November 2014 Practice Group: Investment Management SEC Issues Preliminary Denial Notices for Two U.S. Investment Management Alert By Stacy L. Fuller, Mark D. Perlow, and Timothy A. Bekkers Summary In
More informationOrder Granting Limited Exemptions from Exchange Act Section 11(d), Exchange Act
This document is scheduled to be published in the Federal Register on 03/02/2016 and available online at http://federalregister.gov/a/2016-04527, and on FDsys.gov SECURITIES AND EXCHANGE COMMISSION [Release
More informationAffordable Care Act Tasks:
Affordable Care Act Tasks: Shared Responsibility Reporting February 5, 2015 Presenters: Andy R. Anderson Kimberly J. Boggs www.morganlewis.com Today s Material Our assumptions for today: Calendar-year
More informationM&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL
M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL Agenda Overview of the Acquisition Process Basic Forms of Acquisitions Basic Issues To Consider In Structuring The Deal Select Public
More informationSEC PROPOSED STANDARDS OF CONDUCT. FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, Morgan, Lewis & Bockius LLP
SEC PROPOSED STANDARDS OF CONDUCT FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, 2018 2018 Morgan, Lewis & Bockius LLP Overview Background Overview of the Proposals Regulation
More informationBiography. Mary B. Hevener Washington, D.C. T F
Biography Mary B. Hevener Washington, D.C. T +1.202.739.5982 F +1.202.739.3001 Mary B. Handy Hevener helps US and multinational enterprises minimize corporate payroll taxes and maximize benefits related
More informationFebruary 2015
Roundtable Road Show 2015 SEC Examination and Enforcement Trends for Investment Advisers February 2015 www.morganlewis.com Our Team Peter Chan, Chicago pchan@morganlewis.com +1.312.324.1179 Merri Jo Gillette,
More informationEconomic and Political Environment in Ukraine and Russia
MOSCOW Economic and Political Environment in Ukraine and Russia KYIV www.morganlewis.com CRIMEA Presented by Bruce Johnston, Brian Zimbler, Margaret Gatti and Charles Horn July 22, 2014 Update on Russia
More informationMMI Legal & Compliance Webinar: The Volcker Rule and the Final Regulations. January 15, Charles M. Horn Julie A. Marcacci
MMI Legal & Compliance Webinar: The Volcker Rule and the Final Regulations January 15, 2014 Please note that any advice contained in this communication is not intended or written to be used, and should
More informationIMPLEMENTING THE BENEFICIAL OWNERSHIP RULES. April 18, 2018 Charles Horn, Melissa Hall, Ignacio Sandoval
IMPLEMENTING THE BENEFICIAL OWNERSHIP RULES April 18, 2018 Charles Horn, Melissa Hall, Ignacio Sandoval 2018 Morgan, Lewis & Bockius LLP Overview Key Dates Adoption Date: May 2016 Effective Date: July
More informationIP ISSUES IN MERGERS & ACQUISITIONS
M&A ACADEMY IP ISSUES IN MERGERS & ACQUISITIONS Louis Beardell, James Carrigan, and Rachelle Dubow March 29, 2016 Key IP Issues in Mergers & Acquisitions I. IP due diligence: scope, validity, ownership,
More informationAnatomy of an Equity Compensation Plan
Executive Compensation Basics A Webinar Series Anatomy of an Equity Compensation Plan Webinar 2 of 4 May 21, 2014 www.morganlewis.com Presenters: David Zelikoff Erin Randolph-Williams Patrick Rehfield
More informationIP ISSUES IN MERGERS & ACQUISITIONS
IP ISSUES IN MERGERS & ACQUISITIONS Louis Beardell, James Carrigan, and Rachelle Dubow June 6, 2017 2016 Morgan, Lewis & Bockius LLP Key IP Issues in Mergers & Acquisitions I. IP due diligence: scope,
More informationPart-Timers and Locations and Turnover Oh My! An Overview of Employee Benefits Issues for Retail Organizations
Part-Timers and Locations and Turnover Oh My! An Overview of Employee Benefits Issues for Retail Organizations October 24, 2012 www.morganlewis.com Presenters: Andy R. Anderson Lisa H. Barton Amy Pocino
More informationFiduciary Issues for Retirement
Plan Sponsor Basics Webinar 6 of 6 Fiduciary Issues for Retirement Plan Sponsors October 15, 2013 Presenters: Julie K. Stapel Daniel R. Kleinman www.morganlewis.com Overview of Today s Webinar ERISA Overview
More informationAnatomy of a Deferred Compensation Plan
Executive Compensation Basics A Webinar Series Anatomy of a Deferred Compensation Plan Webinar 3 of 4 June 17, 2014 www.morganlewis.com Presenters: Daniel Hogans Randy McGeorge Leslie DuPuy Morgan, Lewis
More informationPreparing For and Managing g Plan Audits
Plan Sponsor Basics Webinar 4 of 6 Preparing For and Managing g Plan Audits June 18, 2013 Presenters: Lisa H. Barton Gregory L. Needles www.morganlewis.com Overview of Presentation Topics Common Types
More information$500 Carryover Opportunity for Cafeteria Plan Health FSAs: Worth the Effort?
webinar $500 Carryover Opportunity for Cafeteria Plan Health FSAs: Worth the Effort? The long-standing use-it-or-lose-it rule for cafeteria plan health FSAs now has a second exception November 13, 2013
More information2016 PLAN SPONSOR BASICS 401(k) ISSUES. Presenters: Lisa Barton and Elizabeth Kennedy November 9, 2016
2016 PLAN SPONSOR BASICS 401(k) ISSUES Presenters: Lisa Barton and Elizabeth Kennedy November 9, 2016 2016 Morgan, Lewis & Bockius LLP SECTION 01 WHAT WE WILL COVER Agenda Description of Correction Principles
More informationSEC Approves Final NYSE and NASDAQ Compensation Committee Rules
February 5, 2013 SEC Approves Final NYSE and NASDAQ Compensation Committee Rules Companies are required to comply with certain of the new listing standards relating to compensation adviser independence
More informationCOMPENSATION CLAWBACKS: TAX CONSEQUENCES FOR ISSUERS AND EXECUTIVES
COMPENSATION CLAWBACKS: TAX CONSEQUENCES FOR ISSUERS AND EXECUTIVES Rosina B. Barker Rosina.Barker@morganlewis.com 202.739.5210 2017 Morgan, Lewis & Bockius LLP What is a Clawback? Traditionally: Recoupment
More informationM&A ACADEMY EXECUTIVE COMPENSATION AND EMPLOYEE BENEFIT PLAN ISSUES IN M&A TRANSACTIONS. Presenters: Colby Smith and David Zelikoff February 14, 2017
M&A ACADEMY EXECUTIVE COMPENSATION AND EMPLOYEE BENEFIT PLAN ISSUES IN M&A TRANSACTIONS Presenters: Colby Smith and David Zelikoff February 14, 2017 2017 Morgan, Lewis & Bockius LLP General Introduction
More informationExchange-Traded Products
...the marketplace has seen steadily with an accelerating growth rate in Exchange-Traded Products Emerging as an Increasingly Important Global Asset Class Jeffrey McCarthy Global ETF Product Head Global
More informationExchange-Traded Funds: The Current Landscape and Relevant Board Considerations
Exchange-Traded Funds: The Current Landscape and Relevant Board Considerations Michael W. Mundt November 1, 2012 This presentation is for educational purposes only. It should not be construed as legal
More informationNAVIGATING US TAX REFORM:
NAVIGATING US TAX REFORM: WHAT BUSINESSES NEED TO KNOW Investment Funds and their Managers January 19, 2018 Presenters: Richard LaFalce, Partner Jason Traue, Partner Daniel Nelson, Partner Richard Zarin,
More informationM&A ACADEMY: THIRD PARTY REPRESENTATIONS AND WARRANTIES INSURANCE IN STRATEGIC AND PE DEALS
M&A ACADEMY: THIRD PARTY REPRESENTATIONS AND WARRANTIES INSURANCE IN STRATEGIC AND PE DEALS Kevin Shmelzer Colby Smith December 12, 2017 2017 Morgan, Lewis & Bockius LLP Introduction Representations and
More informationEMPLOYMENT & COMPLIANCE ISSUES & PITFALLS IN CROSS- BORDER M&A TRANSACTIONS
EMPLOYMENT & COMPLIANCE ISSUES & PITFALLS IN CROSS- BORDER M&A TRANSACTIONS Todd Liao, Partner (Shanghai) & K. Lesli Ligorner, Partner (Shanghai) January 16, 2018 2018 Morgan, Lewis & Bockius LLP Agenda
More informationCONSUMER-DRIVEN HEALTHCARE POST-ACA. Presenters: Andy Anderson and Sage Fattahian March 30, 2016
CONSUMER-DRIVEN HEALTHCARE POST-ACA Presenters: Andy Anderson and Sage Fattahian March 30, 2016 2016 Morgan, Lewis & Bockius LLP CONSUMER-DRIVEN HEALTHCARE POST-ACA OVERVIEW Overview Started with ERISA
More informationM&A ACADEMY PURCHASE PRICE ADJUSTMENTS & EARN- OUTS
M&A ACADEMY PURCHASE PRICE ADJUSTMENTS & EARN- OUTS Troy Brown Andrew Ray November 9, 2017 2016 Morgan, Lewis & Bockius LLP OVERVIEW OF PRESENTATION Purchase Price Adjustments Net Working Capital, Net
More informationRegulation of Advisers (Part II): Brokerage and Trading Practices
PLI's Fundamentals of Investment Adviser Regulation 2014 July 16, 2014 Regulation of Advisers (Part II): Brokerage and Trading Practices Steven W. Stone Partner Morgan, Lewis & Bockius LLP www.morganlewis.com
More informationExchange-Traded Funds (ETFs)
2017 BOSTON INVESTMENT MANAGEMENT CONFERENCE Exchange-Traded Funds (ETFs) Peter J. Shea, Partner, New York Derek Steingarten, Partner, New York Copyright 2017 by K&L Gates LLP. All rights reserved. PART
More informationSEC Proposes New Rule to Permit Certain ETFs to Operate without an Exemptive Order
SEC Proposes New Rule to Permit Certain ETFs to Operate without an Exemptive Order By Deborah Bielicke Eades and Nathaniel Segal September 2018 I. Executive Summary Overview The Securities and Exchange
More informationFROM VIE TO SAFE: TECH INVESTMENTS INTO AND FROM CHINA
TECHNOLOGY MAY-RATHON FROM VIE TO SAFE: TECH INVESTMENTS INTO AND FROM CHINA Maurice Hoo May 2, 2017 2017 Morgan, Lewis & Bockius LLP AGENDA Investments in Chinese companies general Investments in Chinese
More informationBENEFITS AND COMPENSATION: MISSION CRITICAL FOR TECH COMPANY SUCCESS
TECHNOLOGY MAY-RATHON BENEFITS AND COMPENSATION: MISSION CRITICAL FOR TECH COMPANY SUCCESS Sage Fattahian Carly Grey Erin Randolph-Williams May 23, 2017 2017 Morgan, Lewis & Bockius LLP SECTION 01 REPEAL
More informationPLAN TERMINATION ISSUES
2016 PLAN SPONSOR BASICS PLAN TERMINATION ISSUES Presenters: Robert Abramowitz and Claire Bouffard October 25, 2016 Webinar 1 of 3 2016 Morgan, Lewis & Bockius LLP Overview 1. Why Terminate? 2. Analysis
More informationInternational Issues 409A/457A
409A Basics A Webinar Series International Issues 409A/457A Presenters: Daniel L. Hogans Zaitun Poonja Heather C. Brookfield www.morganlewis.com June 6, 2012 International Application of Section 409A US
More informationIMPLICATIONS OF US TAX REFORM FOR HEDGE FUNDS, INVESTORS, AND MANAGERS
Morgan Lewis Hedge Fund University IMPLICATIONS OF US TAX REFORM FOR HEDGE FUNDS, INVESTORS, AND MANAGERS February 21, 2018 Presenters: Jason Traue, Partner William Zimmerman, Partner Richard Zarin, Partner
More informationExchange-Traded Funds (ETFs)
2018 INVESTMENT MANAGEMENT CONFERENCE New York, October 30, 2018 Exchange-Traded Funds (ETFs) Peter J. Shea, Partner, New York Derek N. Steingarten, Partner, New York and Boston Copyright 2018 by K&L Gates
More informationDeveloping Effective Resolution Strategies and Plans for Systemically Important Insurers; Consultative Document 3 November 2015
Morgan, Lewis & Bockius LLP One State Street Hartford, CT 06103 Tel. +1.860.240.2700 Fax: +1.860.240.2701 www.morganlewis.com Morgan Lewis Harold S. Horwich Partner +1.860.240.2722 harold.horwich@morganlewis.com
More informationM&A ACADEMY INDEMNIFICATION
M&A ACADEMY INDEMNIFICATION Ben Wills Andrew Budreika December 5, 2017 2017 Morgan, Lewis & Bockius LLP I. Background 1. Scope of Presentation Private Company M&A Strategic deals Some aspects of private
More informationMergers, Acquisitions, and Other
Plan Sponsor Basics Webinar 5 of 6 Mergers, Acquisitions, and Other Corporate Transactions September 17, 2013 www.morganlewis.com Presenters: David B. Zelikoff Randall C. McGeorge Patrick Rehfield Topics
More informationPLAN SPONSOR BASICS: RETIREMENT PLAN. Presenters: Lisa H. Barton and Mark J. Simons September 22, 2015
PLAN SPONSOR BASICS: RETIREMENT PLAN CORRECTION ISSUES Presenters: Lisa H. Barton and Mark J. Simons September 22, 2015 WHAT WE WILL COVER Available Correction Programs The IRS Employee Plans Compliance
More informationCONNECTING INVESTORS TO GLOBAL MARKETS. An Advisor s Guide to Trading ETFs
FOR INSTITUTIONAL USE ONLY NOT FOR PUBLIC DISTRIBUTION CONNECTING INVESTORS TO GLOBAL MARKETS An Advisor s Guide to Trading ETFs Accurate knowledge of the liquidity and trading mechanics of ETFs helps
More informationCharles A. Sweet, Managing Director/Practice Development Leader, Structured Transactions, Morgan, Lewis & Bockius LLP, Washington, D.C.
Presenting a live 90-minute webinar with interactive Q&A Asset Securitization: Impact of Regulation AB II, the Credit Risk Retention Rules and the Volcker Rule Navigating the Complexities of Federal Laws
More informationNAVIGATING US TAX REFORM:
NAVIGATING US TAX REFORM: What Businesses Need to Know March 20, 2018 2018 Morgan, Lewis & Bockius LLP Agenda Topic Slides Overview...3 Domestic Provisions...4-13 International Provisions...14-29 Immediate
More informationExchange-Traded Funds ( ETFs ): A Director s Guide. Nicole M. Crum Eric Simanek April 27, 2017
Exchange-Traded Funds ( ETFs ): A Director s Guide Nicole M. Crum Eric Simanek April 27, 2017 Presentation Overview What is an ETF? What are the advantages of ETFs over mutual funds? What are an ETF Board
More informationDEBT FINANCING FOR EARLY STAGE VENTURES
DEBT FINANCING FOR EARLY STAGE VENTURES Matthew E. Schernecke May 16, 2018 2018 Morgan, Lewis & Bockius LLP Morgan Lewis Technology May-rathon 2018 Morgan Lewis is proud to present Technology May-rathon,
More informationSEC Issues Final Guidance on Executive Compensation Disclosure. December 21, 2009
SEC Issues Final Guidance on Executive Compensation Disclosure December 21, 2009 On December 16, the Securities and Exchange Commissioners adopted final amendments to the proxy disclosure rules to enhance
More informationPRIVACY AND CYBERSECURITY ISSUES IN M&A TRANSACTIONS
PRIVACY AND CYBERSECURITY ISSUES IN M&A TRANSACTIONS Don Shelkey and Ezra Church May 22, 2018 2018 Morgan, Lewis & Bockius LLP Overview Introduction Why should I care? Five Key Legal Requirements Sector-Specific
More informationDOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans. October 26, 2010
DOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans October 26, 2010 On October 14, the Department of Labor (DOL) released final regulations that will impose new
More informationPROSPECTUS ALPS ETF Trust
ALPS ETF Trust PROSPECTUS 03.31.14 VelocityShares Tail Risk Hedged Large Cap ETF (NYSE ARCA: TRSK) VelocityShares Volatility Hedged Large Cap ETF (NYSE ARCA: SPXH) An ALPS Advisors Solution The Securities
More information401(k) Plan Issues Presenters: April 16, 2013
webcast Plan Sponsor Basics Webinar 2 of 6 401(k) Plan Issues April 16, 2013 Presenters: Althea R. Day Brian J. Dougherty Marianne Grey www.morganlewis.com Agenda Automatic enrollment Expanded Roth conversions
More informationBuying Unionized Companies: What Private
Buying Unionized Companies: What Private Equity Firms Must Know & Do Tuesday, October 4, 2011 Session Moderator: David G. Barry, Managing Editor, Dow Jones Conferences Speakers: Jeremy Rossen, Vice President,
More informationThe Road to 2014: ACA Considerations for Group Health Plans
The Road to 2014: ACA Considerations for Group Health Plans Morgan, Lewis & Bockius LLP Presenters: Andy R. Anderson Kimberly J. Boggs March 12, 2013 www.morganlewis.com The Road to 2014 ACA considerations
More information2016 PLAN SPONSOR BASICS PLAN AUDIT ISSUES. Presenters: Amy Pocino Kelly and Susan Lastowski November 16, 2016
2016 PLAN SPONSOR BASICS PLAN AUDIT ISSUES Presenters: Amy Pocino Kelly and Susan Lastowski November 16, 2016 2016 Morgan, Lewis & Bockius LLP Overview of Presentation Topics Agency Audits Preparing for
More informationTreasury Consultation Paper Another Step Towards Crowd-Sourced Equity Funding
August 2015 Practice Group(s): Capital Markets Consumer Financial Services Treasury Consultation Paper Another Step Towards Crowd-Sourced Equity By Adam Levine, Andrea Beatty and Becki Tam Background On
More informationSEC and FINRA 2010 Year in Review
SEC and FINRA 2010 Year in Review Anne C. Flannery E. Andrew Southerling February 17, 2011 www.morganlewis.com Agenda SEC Statistics Key enforcement developments Themes from key cases 2011 enforcement
More informationDISRUPTIVE TECHNOLOGIES IN INVESTMENT MANAGEMENT: THE REGULATORY LANDSCAPE FOR ASSET MANAGERS
DISRUPTIVE TECHNOLOGIES IN INVESTMENT MANAGEMENT: THE REGULATORY LANDSCAPE FOR ASSET MANAGERS Melissa Hall Jennifer Klass Michael Philipp Sarah Riddell May 22, 2018 2018 Morgan, Lewis & Bockius LLP Morgan
More informationPROSPECTUS. ALPS ETF Trust. March 31, 2016
ALPS ETF Trust PROSPECTUS March 31, 2016 Janus Velocity Tail Risk Hedged Large Cap ETF NYSE ARCA: TRSK Janus Velocity Volatility Hedged Large Cap ETF NYSE ARCA: SPXH The Securities and Exchange Commission
More informationInvestment Management Institute 2017
CORPORATE LAW AND PRACTICE Course Handbook Series Number B-2310 Investment Management Institute 2017 Volume Two Co-Chairs Barry P. Barbash Paul F. Roye To order this book, call (800) 260-4PLI or fax us
More informationUPDATE ON RECENT SEC COMPLIANCE AND DISCLOSURE INTERPRETATIONS (CD&I)
GLOBAL PUBLIC COMPANY ACADEMY UPDATE ON RECENT SEC COMPLIANCE AND DISCLOSURE INTERPRETATIONS (CD&I) Laurie Cerveny and David Sirignano March 7, 2018 2018 Morgan, Lewis & Bockius LLP Agenda What are CD&Is
More informationPROSPECTUS. ALPS ETF TRUST April 16, 2013
VelocityShares Tail Risk Hedged Large Cap ETF (NYSE ARCA: TRSK) VelocityShares Volatility Hedged Large Cap ETF (NYSE ARCA: SPXH) PROSPECTUS ALPS ETF TRUST April 16, 2013 The Securities and Exchange Commission
More informationAnatomies of Severance and Release Agreements
Executive Compensation Basics A Webinar Series Anatomies of Severance and Release Agreements Webinar 4 of 4 July 16, 2014 www.morganlewis.com Presenters: Thomas F. Hurka Mims Maynard Zabriskie Morgan,
More informationINFORMATION CIRCULAR: EXCHANGE TRADED CONCEPTS TRUST
INFORMATION CIRCULAR: EXCHANGE TRADED CONCEPTS TRUST TO: FROM: Head Traders, Technical Contacts, Compliance Officers, Heads of ETF Trading, Structured Products Traders Nasdaq / BX / PHLX Listing Qualifications
More informationOSHA to Offer Alternative Dispute Resolution for Whistleblower Complaints
November 12, 2012 OSHA to Offer Alternative Dispute Resolution for Whistleblower Complaints Employers should evaluate whether new whistleblower complaints are eligible for the initiative, which provides
More informationInvestment Management Alert
November 2010 Authors: George P. Attisano george.attisano@klgates.com +1.617.261.3240 Clair E. Pagnano clair.pagnano@klgates.com +1.617.261.3246 Joanne A. Skerrett joanne.skerrett@klgates.com +1.617.261.3263
More informationSOUTH DAKOTA V. WAYFAIR
A CLOSER LOOK: STATE TAX & PRACTICAL IMPLICATIONS OF THE US SUPREME COURT S DECISION IN SOUTH DAKOTA V. WAYFAIR Part II: Practical Implications for Retailers June 28, 2018 Presenters: Adam Beckerink (Chicago)
More informationEmployee Stock Ownership Plan (ESOP) Is it a good idea?
together January 10, 2007 Employee Stock Ownership Plan (ESOP) Is it a good idea? presented by Michael R. Holzman, Morgan Lewis Patrick Rehfield, Morgan Lewis Marie S. Minton, CFA, CPA, Blue Ridge ESOP
More informationTreasury Finalizes Section 415 Regulations, and Compensation Issues Emerge. October 23, 2007
Treasury Finalizes Section 415 Regulations, and Compensation Issues Emerge October 23, 2007 Earlier this year, the Internal Revenue Service (IRS) issued final regulations regarding the limitations imposed
More informationTHIRD PARTY REIMBURSEMENT OF COVERED ENTITIES: MANUFACTURERS PERSPECTIVE
THIRD PARTY REIMBURSEMENT OF COVERED ENTITIES: MANUFACTURERS PERSPECTIVE Donna Lee Yesner Morgan Lewis and Bockius Phone : 202.739.5887 Email: dyesner@morganlewis.com www.morganlewis.com BACKGROUND In
More informationSEC Issues Risk Alert on Custody Rule, Reinforcing Its Message to Registered Investment Advisers in Its Examination Priorities for 2013
March 15, 2013 Practice Group: Private Equity Investment Management, Hedge Funds and Alternative Investments SEC Issues Risk Alert on Custody Rule, Reinforcing Its Message to Registered Investment Advisers
More informationBetter Late Than Never? The CFTC and the NFA Publish FAQs on CPO and CTA Reporting Forms
November 2015 Practice Groups: Investment Management, Hedge Funds and Alternative Investments Derivatives & Structured Products Private Equity Global Government Solutions Better Late Than Never? The CFTC
More informationSEC Delays Municipal Advisor Registration and Record-Keeping Obligations
Updated January 16, 2014 Practice Group(s): Public Finance SEC Delays Municipal Advisor Registration and Record-Keeping Obligations By Scott A. McJannet, Erica R. Franklin, Laura D. McAloon and Cynthia
More informationClosed End Funds: Access vs. alpha
Closed End Funds: Access vs. alpha NOT FDIC INSURED NOT BANK GUARANTEED MAY LOSE VALUE First Trust CEF Income Opportunity ETFS LAUNCHED SEPTEMBER 27, 2016 First Trust CEF Income Opportunity ETF (ticker:
More informationSEC Proposes New Limits on Funds Use of Derivatives
December 2015 Practice Groups: Investment Management, Hedge Funds and Alternative Investments Derivatives & Structured Products Global Government Solutions SEC Proposes New Limits on Funds Use of Derivatives
More informationCode Section 409A: Revisiting the Basics
409A Basics A Webinar Series Code Section 409A: Revisiting the Basics Presenters: Althea R. Day Daniel L. Hogans Leslie E. DuPuy www.morganlewis.com March 29, 2012 Section 409A Background The American
More informationPursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 ( Act ) 1, and Rule
This document is scheduled to be published in the Federal Register on 01/02/2018 and available online at https://federalregister.gov/d/2017-28310, and on FDsys.gov 8011-01p SECURITIES AND EXCHANGE COMMISSION
More informationM&A ACADEMY TECHNOLOGY M&A ISSUES. April 5, 2016 Steve Browne and Laurie Cerveny
M&A ACADEMY TECHNOLOGY M&A ISSUES April 5, 2016 Steve Browne and Laurie Cerveny 2016 Morgan, Lewis & Bockius LLP Agenda Introduction Why Do Technology Buyers Buy? Why Do Technology Companies Sell? Why
More informationAfter the Delay: Remaining ACA Employer and Group Health Plan Considerations for 2013 and 2014
After the Delay: Remaining ACA Employer and Group Health Plan Considerations for 2013 and 2014 Morgan, Lewis & Bockius LLP Presenters: Andy R. Anderson Kimberly J. Boggs Sage Fattahian July 25, 2013 www.morganlewis.com
More informationBE PREPARED FOR THE NEW EU DATA REGULATION
BE PREPARED FOR THE NEW EU DATA REGULATION TECHNOLOGY MAY-RATHON Pulina Whitaker Dr. Axel Spies Charles Dauthier May 12, 2016 2016 Morgan, Lewis & Bockius LLP SECTION 01 EU-US DATA TRANSFER EU-US Data
More information(R)evolution of ETFs
(R)evolution of ETFs Agenda The global ETP marketplace Indexing adoption accelerates Fee and regulatory (r)evolution ETF usage trends Trading evolution 2 Global ETP marketplace Assets (US$ billions) $2,000
More information