Jay G. Baris

Jay G. Baris

Morrison & Foerster LLP

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Investment Management Legal + Regulatory Update - July 2015

The 2016 compliance dates for new rules included in the SEC’s money market fund reforms are fast approaching. Among other things, the reforms include changes to stress-testing requirements, disclosure requirements, net asset...more

7/29/2015 - Disclosure Requirements Liquidity Money Market Funds NAV Regulatory Agenda SEC Stress Tests

Conflicts of Interest: When You're Having Too Much Fun at That Business Lunch

How should fund directors monitor gifts and entertainment received by investment adviser personnel? This question moved to the forefront in February, when the Securities and Exchange Commission’s Division of Investment...more

7/28/2015 - Board of Directors Broker-Dealer Chief Compliance Officers Compliance Conflicts of Interest Directors Division of Investment Management Gifts Investment Adviser Investment Advisers Act of 1940 Investment Companies Policies and Procedures SEC

Volcker Rule: Federal Agencies Issue New Guidance Regarding the Seeding Period Treatment for Registered Investment Companies...

Under guidance issued on July 16, 2015 by the federal agencies responsible for implementing the Volcker Rule (the “Agencies”) RICs and FPFs need not be treated as banking entities during a seeding period of up to three...more

7/22/2015 - Business Development Companies Covered Banking Entity Federal Reserve Final Rules Issuers RICs SEC Seed Financing Volcker Rule

SEC's Warning — Fund Trustees Are Fair Game

In a cease-and-desist order entered on June 17, 2015, the U.S. Securities and Exchange Commission found that a fund adviser, two independent trustees and an inside trustee willfully violated Section 15(c) of the Investment...more

7/20/2015 - Board of Trustees Cease and Desist Orders Civil Monetary Penalty Contract Renewal Disclosure Requirements Fiduciaries Fiduciary Duty Fiduciary Liability Fines Investment Adviser Investment Advisory Agreements Investment Company Act of 1940 Mutual Funds Section 15(c) Trustees

SEC Commissioner: Don’t Hold CCOs Accountable for Misdeeds of Advisers

SEC Commissioner Daniel Gallagher, in a speech on June 25, 2015, said that a perceived trend by the SEC toward “strict liability” for chief compliance officers (CCOs) is “sending a troubling message.” The statement...more

7/2/2015 - Chief Compliance Officers Enforcement Actions Investment Adviser Investment Management SEC Strict Liability

OCIE Launches Sweep Examination of BD/IA Retirement Investments

The SEC’s Office of Compliance Inspections and Examinations (OCIE) is launching a sweep examination that will target the retirement-based savings activities of broker-dealers and investment advisers. The multi-year...more

6/27/2015 - Broker-Dealer Industry Examinations Investment Adviser OCIE Retirement Plan SEC Strategic Enforcement Plan

House Holds Hearings on Bill to Ease BDC Restrictions

The Subcommittee on Capital Markets and Government Sponsored Enterprises of the House Financial Services Committee heard testimony on June 16, 2015 in support of proposed bills that would, among other things, increase the...more

6/26/2015 - Accredited Investors Business Development Companies Capital Markets Congressional Investigations & Hearings Proposed Legislation

The Guide to Social Media and Securities Law - June 2015

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

6/24/2015 - Broker-Dealer Financial Institutions Investment Adviser Social Media

SEC Sanctions Independent Trustees for Deficient Advisory Contract Review

In a cease-and-desist order entered on June 17, 2015, the SEC found that a fund adviser, two independent trustees, and an inside trustee willfully violated Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”)...more

6/22/2015 - Investment Adviser Investment Advisory Agreements Investment Company Act of 1940 SEC Trustees

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

6/17/2015 - Broker-Dealer Capital Raising Crowdfunding FINRA Investment Adviser Investment Companies Material Misstatements Non-GAAP Financial Measures Non-Public Information OCIE Private Offerings Proxy Solicitations Public Offerings Regulation FD SEC Securities Regulation Social Media Testimonial Statements Websites

SEC Proposes Heightened Data and Reporting Rules for Funds and Advisers, Ponders New Rules on Derivatives and Leverage

At an open meeting of the Securities and Exchange Commission today, Chair Mary Jo White announced to enhance SEC reporting by investment companies and investment advisers. Data collection. The SEC proposed rules that...more

6/3/2015 - Data Collection Derivatives ETFs Investment Adviser Investment Funds Reporting Requirements SEC

OCIE Targets Never-Before-Examined Investment Companies for Compliance Exams

The SEC’s Office of Compliance Inspections and Examinations in a Risk Alert dated April 20, 2015, announced a program targeting investment companies that have never been examined for focused, risk-based compliance...more

4/23/2015 - Industry Examinations Investment Funds OCIE Risk Alert SEC

No-Action Relief Granted for Three-Tier Fund Structure

The SEC’s Division of Investment Management on April 3, 2015, said that it will not recommend enforcement proceedings against an investment adviser that structures a three-tier fund allowing certain funds to invest in a...more

4/20/2015 - Fund of Funds Investment Adviser Investment Funds No-Action Relief SEC

SEC Division of Investment Management Cautions Advisers on Acceptance of Gifts and Entertainment

Fund compliance policies and procedures should address the receipt of gifts or entertainment by fund advisory personnel, according to guidance published by the SEC’s Division of Investment Management....more

4/20/2015 - Chief Compliance Officers Conditional Gifts Investment Adviser Investment Company Act of 1940 New Guidance Policies and Procedures SEC

Coming Soon: Regulations for Uniform Fiduciary Standard

In testimony before the House Committee on Financial Services on March 24, 2015, SEC Chair Mary Jo White said that she supports a uniform fiduciary standard of conduct for broker-dealers and investment advisers that provide...more

3/27/2015 - Asset Management Broker-Dealer Dodd-Frank Fiduciary Duty Investment Adviser Mary Jo White Proposed Standards SEC

Investment Management Legal + Regulatory Update - February 2015

In This Issue: - SEC Proposes Rule Requiring Hedging Disclosure - SEC Reports the Result of its Cybersecurity Sweep of Broker-Dealers and Investment Advisers - House Passes Bill to Ease Volcker Rule and Other...more

2/27/2015 - Background Checks Broker-Dealer CFTC Compliance Cybersecurity Data Protection Dodd-Frank Enforcement Enforcement Actions Equity Swaps FINRA Hedging Investment Adviser Investment Management OCIE SEC

SEC Charges Alt Fund Adviser with Custody Violations

The Securities and Exchange Commission on February 12, 2015, entered findings against an investment adviser to several alternative mutual funds for maintaining $247 million in cash collateral at broker-dealer counterparties...more

2/18/2015 - Alternative Investment Funds Broker-Dealer Custody Rule Enforcement Actions Investment Adviser SEC

SEC Reports the Result of its Cybersecurity Sweep of Broker-Dealers and Investment Advisers

An SEC cybersecurity sweep examination by the SEC’s Office of Compliance Inspections and Examinations (OCIE) found that 88 percent of the broker-dealers (BDs) and 74 percent of the registered investment advisers (RIAs) they...more

2/13/2015 - Broker-Dealer Cyber Attacks Cybersecurity Data Protection Investment Adviser OCIE SEC

House Passes Bill to Ease Volcker Rule and other Regulatory Requirements

The U.S. House of Representatives on January 14, 2015, voted (271-154) to pass H.R. 37, the “Promoting Job Creation and Reducing Small Business Burdens Act.” If enacted, the bill, among other things, would extend the Volcker...more

1/19/2015 - Collateralized Loan Obligations Investment Adviser JOBS Act Pending Legislation SBIC Venture Capital Volcker Rule

FSOC, At It Again, Places Asset Managers in Its Crosshairs

In seeking comment on potential risks to the U.S. financial system created by asset managers, the Financial Stability Oversight Council (FSOC) again places asset managers in its crosshairs. This crusade potentially can lead...more

1/9/2015 - Asset Management Banking Sector Banks CPOs Financial Institutions FSOC Hedge Funds Insurance Companies Risk Assessment SEC

SEC to Require Living Wills and Stress-Testing for Investment Advisers

In a speech on December 11, 2014, SEC Chair Mary Jo White announced three broad “proactive initiatives” to address the risks of “increasingly complex portfolio composition and operations” in the asset management industry. ...more

12/15/2014 - Asset Management Fund Managers Investment Adviser Living Will SEC Stress Tests

Investment Management Legal + Regulatory Update -- December 2014

In This Issue: - Regulation ..SEC Chair’s Agenda Provides Glimpse of New Rules to Come ..The Results Are In: Investors Favor Additional Regulatory Protection ..SEC Declines to Approve Non-Transparent...more

12/11/2014 - Alternative Mutual Funds Broker-Dealer Disclosure Requirements ETFs Exchange-Traded Products Investment Management Referral Fees SEC

SEC Chair’s Agenda Provides Glimpse of New Rules to Come

The SEC offered a peek into what new rule proposals we can expect in the coming months. The sneak preview includes some eye openers, like proposed rules to require funds to adopt liquidity management programs and...more

12/8/2014 - Asset Management ETFs Exchange-Traded Products Investment Adviser Liquidity Risk Management Rule OMB Proposed Regulation Rulemaking Process SEC Stress Tests

New Valuation Guidance: A Reminder of Directors’ Responsibilities

In the December 2014 issue of Fund Directions, Investment Management partner Jay Baris discusses in the “Learning Curve” column challenges faced by mutual fund directors as they struggle to comply with new valuation guidance...more

12/4/2014 - Investment Portfolios Money Market Funds Mutual Funds New Guidance SEC Valuation

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