Edward Eisert

Edward Eisert

Orrick, Herrington & Sutcliffe LLP

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SEC Staff Issues Guidance Update and Investor Bulletin on Robo-Advisers

On February 23, 2017, the Securities and Exchange Commission (“SEC“) published information and guidance for investors and the financial services industry on the use of robo-advisers, described by the Staff as “registered...more

3/1/2017 - Broker-Dealer Financial Services Industry FINRA Investment Adviser Investment Advisers Act of 1940 Investors SEC

Office of Compliance Inspections and Examinations Issues Risk Alert on the Five Most Frequent Compliance Topics Identified in...

On February 7, 2017, the Office of Compliance Inspections and Examinations of the Securities and Exchange Commission (OCIE) published a Risk Alert listing of the five compliance topics most frequently identified in deficiency...more

2/17/2017 - Investment Adviser Investment Advisers Act of 1940 OCIE SEC

SEC Issues No-Action Letter Regarding Relief from Registration under Advisers Act for Adviser to Affiliated Foundation

On December 8, 2016, the Chief Counsel’s Office of the Division of Investment Management of the Securities and Exchange Commission (“Commission“) provided “no-action letter” assurance to CenturyLink Investment Management...more

12/22/2016 - ERISA Investment Adviser Investment Advisers Act of 1940 No-Action Letters SEC

SEC Office of Compliance Inspections and Examinations Issues Risk Alert on Whistleblower Rule Compliance

On October 24, Staff in the Office of Compliance Inspections and Examinations (the “Staff”) issued a National Exam Program Risk Alert announcing that it is examining registered investment advisers and registered...more

11/1/2016 - Broker-Dealer Confidentiality Agreements Dodd-Frank Enforcement Actions Investment Adviser Rule 21F SEC Whistleblowers

FINRA and SEC Announce Tick Size Pilot Program

On October 3, 2016, the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”)’s Office of Investor Education and Advocacy issued an Investor Alert announcing a new National...more

10/14/2016 - FINRA Investors SEC

SEC Adopts Amendments to Form ADV

On August 25, 2016, the Securities and Exchange Commission (SEC) adopted amendments to Form ADV that are designed to provide additional information regarding advisers, including information about their separately managed...more

8/30/2016 - Form ADV Investment Adviser Investment Advisers Act of 1940 SEC Umbrella Registration

New Jersey Appellate Court Clarifies Definition of Compensation under Advisers Act

On August 12, 2016, the United States Court of Appeals for the Third Circuit affirmed the decision of the District Court of New Jersey and held in United States v. Everett C. Miller that the defendant was an “investment...more

8/19/2016 - Compensation Investment Adviser Investment Advisers Act of 1940 SEC

SEC Proposes Rule Requiring Investment Advisers to Adopt Business Continuity and Transition Plans

On June 28, 2016, the Securities and Exchange Commission proposed a new rule that would require registered investment advisers to adopt and implement written business continuity and transition plans. In announcing the...more

7/13/2016 - Business Continuity Plans Business Disruption Investment Adviser Public Comment SEC

SEC Issues Order Increasing the Net Worth Test Under Rule 205-3 Under the Investment Advisers Act of 1940 to $2.1 Million

Section 205(a)(1) of the Investment Advisers Act of 1940 (the “Advisers Act”) generally prohibits an investment adviser from entering into, extending, renewing, or performing any investment advisory contract that provides for...more

6/21/2016 - Advisory Contracts Dodd-Frank Investment Adviser Investment Advisers Act of 1940 SEC

SEC Finds that Private Equity Fund Adviser Acted as Unregistered Broker

On June 1, 2016, the Securities and Exchange Commission (“SEC”) announced that a private equity fund advisory firm and its owner agreed to pay more than $3.1 million to settle charges that they engaged in brokerage activity,...more

6/15/2016 - Broker-Dealer Limited Partnership Agreements Private Equity Funds SEC

SEC’s Division of Investment Management Issues Letter Regarding Independent Verification Required by Rule 206(4)-2 Under the...

On April 25, 2016, the Staff of the Division of Investment Management of the Securities and Exchange Commission issued a no-action letter that provides that it would not recommend enforcement action to the Commission under...more

5/3/2016 - Division of Investment Management Financial Markets Investment Adviser Investment Advisers Act of 1940 No-Action Letters PCAOB SEC Sub-advisers Verification Requirements

FINRA Reports on Digital Investment Advice

On March 15, the Financial Industry Regulatory Authority (commonly referred to as “FINRA”) issued a Report that emphasizes that offerings of digital investment advice requires sound governance and supervision, including...more

3/22/2016 - Broker-Dealer Digital Securities Financial Markets FINRA Investment Adviser SEC

SEC Announces 2016 Examination Priorities

On January 11, the SEC announced its Office of Compliance Inspections and Examinations’ (OCIE) 2016 priorities. New areas of focus include liquidity controls, public pension advisers, product promotion, and two popular...more

1/22/2016 - Analytics Cybersecurity ETFs Financial Institutions OCIE SEC SEC Examination Priorities Variable Annuities

SEC Approves Interim Final Rules Implementing Two Provisions of the FAST Act

On January 13, the Securities and Exchange Commission announced that it approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act, adopted by Congress in December, that...more

1/22/2016 - Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Form F-1 Form S-1 Interim Rule Reporting Requirements SEC

SEC Issues Staff Report on Accredited Investor Definition

On December 18, the Securities and Exchange Commission issued a staff report (the “Report”) on the definition of “accredited investor” set forth in Rule 501(a) of Regulation D under the Securities Act of 1933. The Dodd-Frank...more

12/23/2015 - Accredited Investors Regulation D SEC

SEC Adopts Rules to Permit Crowdfunding: Proposes Amendments to Existing Rules to Facilitate Intrastate and Regional Securities...

On October 30, the Securities and Exchange Commission adopted final rules under Title III of the JOBS Act (“Regulation Crowdfunding”) to permit a company to offer and sell securities through crowdfunding transactions that...more

11/3/2015 - Capital Raising Comment Period Compliance Crowdfunding Financial Institutions Financial Markets Initial Public Offerings IPO JOBS Act Offerings Public Comment SEC Securities Securities Act of 1933 Structured Finance Title III

FinCEN Proposes New Rule Requiring Anti-Money Laundering Programs for Registered Investment Advisers

On August 25, 2015, the Financial Crimes Enforcement Network (FinCEN) issued a Notice of Proposed Rulemaking (NPRM) that would define investment advisers registered (or required to be registered) with the Securities and...more

9/1/2015 - Anti-Money Laundering Bank Secrecy Act Currency Transaction Reports (CTR) Dodd-Frank FinCEN Information Sharing Investment Adviser NPRM Patriot Act Recordkeeping Requirements SEC Securities Exchange Act Suspicious Activity Reports (SARs) U.S. Treasury

No-Action Letter Guidance Under Rule 506(b) of Regulation D.

On August 6, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission issued a no-action letter to Citizen VC, Inc. (“Citizen VC”), the manager of a venture capital investment platform...more

8/12/2015 - Emerging Growth Companies Financial Markets Investors No-Action Letters Rule 506 SEC Special Purpose Vehicles Venture Capital Websites

Personal Securities Transactions Reports By Registered Investment Advisers: Securities Held In Accounts Over Which Reporting...

In a recent Guidance Update, the Staff of the Division of Investment Management of the Securities and Exchange Commission addressed certain issues arising under Section 204A of the Investment Advisers Act of 1940 which...more

7/7/2015 - Investment Adviser Investment Advisers Act of 1940 Material Nonpublic Information SEC

Responses to Frequently Asked Questions Regarding the Commission’s Rule under Section 13 of the Bank Holding Company Act (the...

The Staff of the SEC Division of Trading and Markets, Investment Management, and Corporate Finance provided updated guidance on June 12, 2015 in response to frequently asked questions (“FAQs”) regarding the SEC’s final rule...more

6/23/2015 - Bank Holding Company Bank Holding Company Act Banking Sector Final Rules SEC Volcker Rule

SEC Approves Pilot to Assess Tick Size Impact for Smaller Companies

On May 6, 2015, the Securities and Exchange Commission approved a proposal by the national securities exchanges and the Financial Industry Regulatory Authority (FINRA) for a two-year pilot program that would widen the minimum...more

5/13/2015 - FINRA SEC Small Cap Stocks Tick Size

SEC Staff Issues Update Guidance Regarding Cybersecurity

Recently, the Staff of the Division of Investment Management of the Securities and Exchange Commission (the “Staff”) issued updated Guidance that highlights the importance of cybersecurity of registered investment funds and...more

5/4/2015 - Cybersecurity Guidance Update Investment Adviser Investment Funds SEC

SEC Approves Consolidated FINRA Rules 2040 (Payments to Unregistered Persons, Including Foreign Finders)

FINRA Rule 2040 governs the payment of transaction-based compensation by member firms to unregistered persons. Rule 2040(a) – General. Rule 2040(a) directs persons to look to SEC rules to determine whether the activities in...more

3/27/2015 - Broker-Dealer FINRA NASD Registration Requirement SEC

SEC Issues Guidance Regarding Standards Applicable to Waivers of Disqualification under Regulation A and Rules 505 and 506 of...

The disqualification provisions of Rules 262 and 505 under the Securities Act make the exemptions from registration under Regulation A and Rule 505 of Regulation D unavailable for an offering if, among other things, an...more

3/24/2015 - Corporate Issuers Disqualification New Guidance Regulation A Regulation D SEC Waivers

The SEC’s Office of Compliance Inspections and Examinations (OCIE) Publishes Risk Alert On Addressing Cybersecurity Issues for...

On February 3, the SEC’s Office of Compliance Inspections and Examinations (OCIE) published a Risk Alert that contains observations based on examinations of more than 100 broker-dealers and investment advisers....more

2/11/2015 - Broker-Dealer Cybersecurity Investment Adviser OCIE Risk Alert SEC

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