Jay G. Baris

Jay G. Baris

Morrison & Foerster LLP

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Division of Investment Management: References by Advisers to Public Commentary on Social Media Sites Don’t Invoke “Testimonial...

Acknowledging the growing demand by consumers for information through social media, the Division of Investment Management set some ground rules on how investment advisers can use social media and publish advertisements that...more

4/7/2014 - Investment Adviser Social Media

New Regulatory Guidance on Use of Social Media by Investment Advisers

Acknowledging the growing demand by consumers for information through social media, the Division of Investment Management set some ground rules on how investment advisers can use social media and publish advertisements...more

4/7/2014 - Compliance Investment Adviser Social Media

SEC Correction: Reinstating an Exception to an Exception to an Exception

No one could be blamed for having difficulty understanding the intricacies of the rules under Section 17(d) of the Investment Company Act, the statute that prohibits “joint transactions” without an SEC order. At the end of...more

4/3/2014 - Compliance Enforcement SEC

Division of Investment Management Lists 2013 Accomplishments; Sets 2014 Agenda

The SEC’s Division of Investment Management summarized its activities in 2013, highlighting its intensified rulemaking program, efforts to identify new and emerging risks and its disclosure initiatives. The Division also took...more

4/2/2014 - Compliance Enforcement SEC

SEC Sanctions Non-U.S. Firm for Failing to Register as Broker-Dealer/Adviser

The SEC charged a non-U.S. multi-national financial institution with a large U.S. presence with violating federal securities laws by providing brokerage and investment advisory services to U.S. clients without registering...more

4/2/2014 - Broker-Dealer Investment Adviser Registration SEC

Toke on This: FinCEN Issues Guidelines for Marijuana-Related Businesses

The Financial Crimes Enforcement Network (FinCEN) got a whiff of the fact that financial institutions provide services to burgeoning marijuana-related businesses and published guidance to clarify customer due diligence...more

2/24/2014 - Bank Secrecy Act Controlled Substances Act FinCEN Marijuana Money Laundering

NFA Requests Comments on Need for CPO/CTA Capital Requirements

Should the National Futures Association (NFA) impose capital requirements on commodity pool operators (CPOs) and commodity trading advisors (CTAs)? On January 23, 2014, the NFA published a Notice to members seeking public...more

2/12/2014 - CFTC CPO CTA NFA

Private Company M&A Brokers Don’t Need to Register With the SEC as Broker-Dealers

On January 31, 2014, the SEC issued a ground-breaking no-action letter, taking the position that a financial intermediary that limits its business activity to advising privately held companies in M&A transactions need not...more

2/7/2014 - Broker-Dealer No-Action Letters Registration SEC

SEC Sanctions Adviser for Failing to Inform ERISA Clients of Improper Investment Allocation

The Securities and Exchange Commission sanctioned an investment adviser for allowing some of its ERISA plan clients to invest in private placements, even though the issuer specifically restricted investments by ERISA plans. ...more

2/4/2014 - Breach of Contract Cease and Desist Enforcement Actions ERISA Private Placements SEC

Five Senators Slam OFR Asset Management and Financial Stability Report

In a stinging letter to Treasury Secretary Jacob J. Lew, five Senators criticized the study by the Office of Financial Research (OFR), Asset Management and Financial Stability, alleging that the study contained “troubling...more

1/30/2014 - FSOC Legislative Agendas

SEC Staff Urges Bond Fund Advisers to Reassess Risk Management in Light of Market Volatility

The SEC’s Division of Investment Management recommends that fixed income fund advisers take steps to assess portfolio risk in light of “potential market volatility” and review the adequacy of related prospectus disclosures....more

1/29/2014 - Bonds Investment Adviser Risk Management SEC

A Regulatory Reform Glossary

After the financial crisis, have you ever asked, “What does it all mean?” Now, we have an answer for you: MoFo’s Regulatory Reform Glossary. Since the great financial crisis, financial institutions have been...more

12/17/2013 - Basel III Dodd-Frank EMIR Financial Regulatory Reform MiFID Volcker Rule

Investment Management Legal + Regulatory Update -- December 2013

In This Issue: Regulatory Updates - SEC Continues to Look at a Uniform Fiduciary Standard for Broker-Dealers and Investment Advisers; SEC Grants Unusual Exemptive Relief from Pay-to-Play “Time-Out” Provision;...more

12/11/2013 - Broker-Dealer Compliance Conflicts of Interest Directors Fiduciary Duty FINRA Investment Funds SEC

House Passes Bill to Restore Registration Exemption for Private Equity Fund Advisers

The United States House of Representatives passed a bill on December 4, 2013, that would restore an exemption from registration to advisers of certain private equity funds that limit leverage, an attempt to undo another...more

12/5/2013 - Dodd-Frank Investment Adviser Investment Advisers Act of 1940 Private Equity Proposed Legislation Registration Reporting Requirements SEC

“Guaranteed!” “Protected!” Blog Entry on Fund Names

The SEC’s Division of Investment Management is cracking down on funds that use names that suggest safety or protection from loss. In Guidance Update No. 2013-12, the staff stated that fund names suggesting safety or...more

11/20/2013 - Enforcement Investors Misrepresentation NAV SEC

No-Action Relief Allows Business Development Companies to Hold Shares of Investment Advisers

In two separate no-action letters, the SEC staff quietly expanded the ability of business development companies (BDCs) to invest in registered investment advisers. Section 12(d)(3) of the Investment Company Act of 1940...more

11/19/2013 - Business Development Companies Investment Company Act of 1940 No-Action Letters No-Action Relief SEC

Halloween Shivers: Frightening Times Ahead for RIAs?

Two Halloween announcements by securities regulators may frighten investment advisers. The October 31 statements from the SEC and the North American Securities Administrators Association (NASAA) suggest that federal and...more

11/5/2013 - Compliance Dodd-Frank NASAA OCIE SEC

BDC Reform Bills Face Uncertain Future

Three bills introduced in the House of Representatives that would ease leverage restrictions on business development companies (BDCs) face an uncertain future in light of concerns expressed by the Chair of the Securities and...more

11/4/2013 - Asset Class Business Development Companies Investors SEC Small Business

MFDF Updates Best Practices – Fund Directors Should Be Independent and Fully Informed

The Mutual Fund Directors Forum updated its best practices recommendations for mutual fund directors. The October 13 report, Practical Guidance for Mutual Fund Directors – Board Governance and Review of Investment Advisory...more

11/1/2013 - Board of Directors Fiduciary Duty Mutual Funds

How Directors Can Handle Adviser’s Exit From Fund Biz

An investment adviser’s decision to exit the fund business can present multiple challenges for the fund board. These challenges can be particularly difficult when the interests of the adviser and those of the fund and its...more

11/1/2013 - Advisory Contracts Assignments Conflicts of Interest Due Diligence Hedge Funds Investment Adviser Investment Company Act of 1940 Safe Harbors

SEC’s Champ to Fund Directors: Let’s Work Together to Advance a Common Purpose

The Director of the SEC’s Division of Investment Management seeks a “successful collaboration” between fund directors and the SEC staff to further a common purpose: to protect investors....more

10/29/2013 - Compliance Directors Fund Managers SEC

White on Serving as Fund Director: Not for the Uninitiated or Faint of Heart

SEC Chair Mary Jo White dismissed suggestions that the SEC’s recent focus on “gatekeepers,” including fund directors, may drive away qualified candidates “for fear of being second-guessed or blamed for every issue that...more

10/25/2013 - Enforcement Mary Jo White SEC

Financial Fraud Law Report: October 2013 - Insider Trading in Mutual Funds: Do Traditional Theories Apply?

A federal court of appeals recently held out the possibility that insider trading prohibitions — at least under the classic theory — do not apply to mutual fund redemptions. The U.S. Court of Appeals for the Seventh...more

10/25/2013 - Chief Compliance Officers Compliance Fraud Insider Trading Mutual Funds Rule 10b-5 SEC Securities Exchange Act White Collar Crimes

Investment Management Legal + Regulatory Update -- October 2013

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

10/24/2013 - Audits Bad Actors Broker-Dealer CFTC Commodity Pool Compliance Continuity of Enterprises Dodd-Frank Enforcement FINRA General Solicitation Investment Adviser JOBS Act PCAOB Private Funds Rule 506 Offerings SEC

Division of Investment Management Closes Loophole for Fund Advisers Providing Interim Services “At Cost”

The SEC’s Division of Investment Management has closed a potential loophole in the federal securities laws through which some fund advisers may have attempted to squeeze to avoid registration....more

10/18/2013 - Investment Adviser Investment Management Registration SEC Tax Loopholes

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