Jay G. Baris

Jay G. Baris

Morrison & Foerster LLP

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SEC Approves New Liquidity Risk Management Rules; Swing Pricing Rules

The SEC today unanimously approved “transformational” new rules requiring liquidity risk management programs. The SEC also approved a swing pricing rule by a vote of 2-1, with Commissioner Piwowar voting against...more

10/14/2016 - EFTs Liquidity Mutual Funds Risk Management SEC

SEC Adopts New Reporting Rules for Mutual Funds

A split SEC today approved new rules addressing mutual fund disclosures and liquidity. Chair White and Commissioner Stein voted yes; Commissioner Piwowar voted no. Here are the highlights of the new reporting...more

10/13/2016 - Liquidity Mutual Funds Reporting Requirements SEC

SEC FY 2016: A Record Year for Enforcement Cases Against Funds and Advisers

On October 11, 2016, the Securities and Exchange Commission announced that it prosecuted a record number of enforcement cases against investment advisers and investment companies in the fiscal year ended September 30, 2016....more

10/13/2016 - Disgorgement Enforcement Actions FCPA Investment Adviser Investment Companies Penalties SEC

Randy “Tandy” Dandy No More

On October 5, 2016, the SEC unceremoniously dropped a long-standing requirement that issuers affirmatively state that they will not raise the SEC review process and acceleration of effectiveness as a defense to legal...more

10/7/2016 - SEC SEC Comment Letter Process Tandy Letter

House Bill Would Ease Regulatory Restrictions to Private Fund Advisers

On September 9, 2016, the U.S. House of Representatives approved a bill that would amend the Investment Advisers Act of 1940 to modernize certain disclosure requirements and lessen regulatory burdens on private fund advisers....more

9/22/2016 - Disclosure Requirements Dodd-Frank Form ADV Investment Advisers Act of 1940 Popular Private Funds SEC Small Business

The SEC Adopts Amendments to Form ADV and Recordkeeping Rule: Advisers Now Required to Disclose Information About Separately...

The Securities and Exchange Commission (SEC) recently amended Form ADV to require investment advisers to disclose more information about their separately managed account business, aggregate data related to the use of...more

9/1/2016 - Asset Class Books & Records Borrowers Custodians Derivatives Disclosure Requirements Form ADV Investment Adviser Investment Advisers Act of 1940 Private Equity RAUM Recordkeeping Requirements SEC Umbrella Registration

Investment Management Legal + Regulatory Update - August 2016

Regulation - Next on the SEC’s Regulatory Agenda: A Chief Valuation Officer? - First, the SEC required funds to designate a chief compliance officer. Then, the SEC proposed that funds designate a liquidity...more

8/16/2016 - Advisors Act Auditors BDC Broker-Dealer Business Continuity Plans Business Development Companies CFTC Commodity Futures Contracts Commodity Pool Customer Due Diligence (CDD) ETFs FinCEN FSOC OCIE Private Equity Qualified Client Risk Management SEC

FINRA Announces Sweep of Broker-Dealers that Sell Non-Traded BDCs

In a notice published on its website on August 4, 2016, FINRA announced that it is conducting an inquiry with respect to non-traded business development companies (BDCs). FINRA asked that the member broker-dealers send the...more

8/9/2016 - Broker-Dealer Business Development Companies FINRA Retail Investors

SEC Eases Regulatory Burden for Listing Actively Managed ETFs

The Securities and Exchange Commission took a step toward streamlining the approval process for actively managed ETFs last week by approving rule proposals from two securities exchanges....more

7/25/2016 - BATS Exchange ETFs Investment Company Act of 1940 Listing Standards SEC Securities Exchange Act

Federal Reserve Officially Extends Volcker Rule Conformance Period with Respect to “Legacy Covered Funds” to July 21, 2017

The Board of Governors of the Federal Reserve System (“Federal Reserve”), consistent with its previously announced intention, extended the conformance period with respect to investments in and relationships with covered funds...more

7/12/2016 - Banking Sector Deadlines Federal Reserve Foreign Investment Hedge Funds Legacy Funds Popular Private Equity Funds Time Extensions Volcker Rule

SEC Proposes Business Continuity and Transition Rules for Advisers While Staff Publishes Similar Guidance for Funds

The SEC’s Division of Investment Management published regulatory guidance on June 28, 2016, highlighting the need for registered investment company complexes to review their business continuity plans to ensure they are...more

7/5/2016 - Business Continuity Plans Investment Adviser Investment Funds Investment Management Registered Investment Companies (RICs) SEC

SEC Charges Private Fund Administrator with “Gatekeeper Failures”

Add fund administrators to the list of service providers the SEC expects to act as “gatekeepers.” In two separate settled actions last week, the SEC found that a private fund administrator “caused” the managers’ unregistered...more

6/24/2016 - Disgorgement Enforcement Actions Fund Managers Investment Adviser Penalties Private Equity Funds SEC Unregistered Funds

SEC Staff Throws Funds a Lifeline on Auditor Independence (For Now)

The SEC’s Division of Investment Management provided temporary relief from the headache created for funds when the failure to meet the provisions of the so-called “loan rule” may disqualify fund auditors from being...more

6/22/2016 - Accountants Audits Enforcement Actions Financial Statements Fund Managers Loans No-Action Letters PCAOB Regulation S-X SEC

Next on the SEC regulatory agenda: a chief valuation officer?

First, the Securities and Exchange Commission required funds to designate a chief compliance officer. Then, the SEC proposed that funds designate a liquidity risk manager, and after that, a derivatives risk manager. Can a...more

6/21/2016 - Board of Directors Chief Compliance Officers Corporate Officers Dodd-Frank Fair Market Value FSOC Liquidity Risk Management SEC Valuation Experts

FINRA Proposes Initial Round of Amendments to Communications Rules

In May 2016, FINRA filed with the SEC proposed revisions to its communications rules that include a few substantive revisions to existing rules, ease some burdensome filing requirements, and leave the door open for future...more

6/7/2016 - Amended Regulation Disclosure Requirements Educational Communications Rule Filing Requirements FINRA Investment Companies Investor Protection Rule 2210 SEC

MJW to FSOC:  We’re On It

In a keynote address before the Investment Company Institute on May 20, 2016, SEC Chair Mary Jo White signaled to the Financial Stability Oversight Counsel (FSOC) that the SEC is “working hard” to finalize rules that address...more

6/2/2016 - Asset Management Banking Regulators Cybersecurity Derivatives EFTs FSB FSOC Investment Companies Mary Jo White SEC

FinCEN Finalizes Customer Due Diligence Rule for Legal Entity Customers

On May 11th, 2016, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the Department of the Treasury, published a Final Rule (the “Rule”) on customer due diligence after a four-year rulemaking process. The Rule...more

5/17/2016 - Anti-Money Laundering Beneficial Owner Due Diligence Final Rules FinCEN Patriot Act

The Metaphysics Of Systemic Risk

On April 18, 2016, the Financial Stability Oversight Council again warned that asset managers present systemic risk to financial stability in five key areas: ..liquidity and redemptions; ..leverage; ..operational...more

5/16/2016 - Asset Management Dodd-Frank Financial Institutions Financial Stability Acts FSOC Risk Assessment

Possible Worlds Versus Probable Worlds - the Metaphysics of Systemic Risk: FSOC Revisits Asset Managers

On April 18, 2016, the Financial Stability Oversight Council (FSOC) again warned that asset managers present systemic risk to financial stability in five key areas: ..liquidity and redemptions; ..leverage;...more

4/27/2016 - Asset Management Dodd-Frank FSOC Mutual Funds SEC

Investment Management Legal + Regulatory Update - April 2016

Regulation - Department of Labor Issues Fiduciary Regulations Under ERISA - The Department of Labor (DOL) issued its long-anticipated final regulation (the “Regulation”) defining who is a fiduciary as a result of...more

4/21/2016 - Broker-Dealer CFTC Crowdfunding Derivatives DOL ERISA FINRA SEC

ML Strategies Alert Governor Baker Signs Controversial Solar Legislation Lifting Solar Energy Caps

On Monday, Massachusetts Governor Charlie Baker signed a solar energy bill into law that increases the statewide limits on the amount of solar capacity that will qualify for net metering, but also lowers the value of net...more

4/14/2016 - Energy Sector Governor Baker Net Metering New Legislation Solar Energy

SEC Sanctions Alt Fund Asset Manager for Fee Overcharges and Misleading Investors

On January 19, 2016, the SEC settled proceedings against a Denver-based asset manager for material misstatements made in the offer and sale of units of a publicly-registered managed futures fund. The SEC found that the...more

1/29/2016 - Alternative Investment Funds Management Fees Material Misstatements Registered Investment Advisors Sanctions SEC Settlement

OCIE Publishes Exam Priorities for 2016

The National Exam Program of the SEC’s Office of Compliance Inspections and Examinations (OCIE) published its examination priorities for 2016 this week. Much like last year’s letter, this year’s letter is organized around...more

1/16/2016 - Alternative Fee Arrangements Analytics Broker-Dealer ETFs Examination Priorities Investment Adviser Investor Protection OCIE Pay-To-Play Retail Investors SEC

SEC Staff Guidance on Fund Distribution and Sub-Accounting Fees: Emphasis on Process and Fully Informed Directors

In regulatory guidance published on January 6, 2016, the SEC’s Division of Investment Management tackled the knotty issue of how mutual funds, their investment advisers and independent fund directors should evaluate...more

1/8/2016 - Board of Directors Fees Investment Funds SEC

FINRA’s 2016 Priorities Letter: Objective and Subjective Issues

2016 has arrived and, with the new year, FINRA has published its agenda of key examination priorities. This year’s 13-page Regulatory and Examination Priorities Letter sets forth both long-standing and new items for firms to...more

1/7/2016 - FINRA Internal Controls Liquidity Risk Management Supervision

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