Michael L. Sherman

Michael L. Sherman

Dechert LLP

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SEC Amends Form ADV and Investment Adviser Recordkeeping Rules

The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule), as well as technical amendments to other rules under the Investment Advisers Act of 1940...more

9/16/2016 - Chief Compliance Officers Derivatives Dodd-Frank Final Rules Form ADV Investment Adviser Investment Advisers Act of 1940 RAUM Recordkeeping Requirements Required Forms SEC SMAs Social Media Special Purpose Entities Umbrella Registration

Political Contributions to the Donald J. Trump Presidential Campaign Might Adversely Affect Advisers That Have or Are Seeking...

Last week, Donald J. Trump, the Republican nominee for U.S. president, selected Governor Mike R. Pence of Indiana as his running mate for vice president. The selection of Governor Pence might have implications under the SEC’s...more

7/20/2016 - Broker-Dealer Donald Trump Investment Adviser Municipal Advisers Pay-To-Play Political Contributions Presidential Elections Rule G-37

SEC Proposes Rule Requiring Investment Advisers to Adopt Business Continuity and Transition Plans; Division of Investment...

The U.S. Securities and Exchange Commission (SEC) on June 28, 2016, proposed new Rule 206(4)-4 (Proposed Rule) under the Investment Advisers Act of 1940 (Advisers Act). The Proposed Rule would require every SEC-registered...more

7/19/2016 - Business Continuity Plans Duty of Loyalty Fiduciary Duty Guidance Update Investment Adviser Investment Advisers Act of 1940 Investment Companies Mary Jo White SEC

2016/07/12 SEC Adopts Inflation-Based Adjustment to “Qualified Client” Thresholds

The U.S. Securities and Exchange Commission issued a final order (Order) on June 14, 2016, to adjust for inflation the “qualified client” thresholds applicable when a registered investment adviser charges a performance fee in...more

7/13/2016 - Dodd-Frank Inflation Adjustments Investment Adviser Investment Advisers Act of 1940 Performance Fee Rule Qualified Client SEC Securities Exchanges Threshold Requirements

SEC Charges Private Equity Adviser for Unregistered Brokerage Activity

The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is...more

6/15/2016 - Acquisitions Broker-Dealer Disgorgement Enforcement Actions Investment Adviser Investment Advisers Act of 1940 Mergers Portfolio Companies Private Equity Funds Sanctions SEC Securities Exchange Act Unregistered Brokers

SEC Grants Sub-Advisers No-Action Relief from Custody Rule Audit Requirements

A U.S. Securities and Exchange Commission (SEC) no-action letter issued on April 25, 2016 provides relief from the annual surprise audit requirement of the “Custody Rule” for a registered investment adviser (RIA)...more

5/5/2016 - Affiliates Audits Custody Rule Investment Adviser No-Action Letters Registered Investment Advisors SEC

Observations from ABS Vegas: The CLO Perspective

Over the past few years, the ABS Vegas conference has been the place for industry participants to congratulate each other on a job well done (most recently on a record-setting 2015 for CLO primary issuance), meet-and-greet...more

3/17/2016 - Collateralized Loan Obligations Financial Services Industry Oil & Gas Risk Retention Technical Conference

SEC 2016 Examination Priorities Focus on Retail Investors, Market-wide Risks and Data Analytics

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) on January 11, 2016 announced its examination priorities for this year, which “address issues across a variety...more

2/17/2016 - Analytics ETFs Financial Institutions OCIE Popular Retail Investors Retirement Risk Assessment SEC Examination Priorities Securities Exchanges Variable Annuities

OCIE Extends Exams to Exempt Reporting Advisers

Marc Wyatt, Director of the U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE), indicated on November 20, 2015 that the OCIE staff is now examining “Exempt Reporting Advisers”...more

11/25/2015 - Dodd-Frank Exemptions Investment Adviser Investment Advisers Act of 1940 OCIE Reporting Requirements

Effect of Recent New York City Amendments May Limit Brokers and Advisers in Conducting Credit and Background Checks on Potential...

The New York City Council recently passed two amendments to the New York City Human Rights Law that are likely to substantially affect the manner in which firms in New York City may evaluate the qualifications and background...more

10/5/2015 - Background Checks Broker-Dealer Brokers Credit Checks Criminal Background Checks Fair Chance Act FINRA Human Rights Investment Adviser Registered Investment Advisors SCDEA SEC SRO

U.S. Proposes to Subject Non-U.S. SEC Registered Investment Advisers to Anti-Money Laundering Rules

The United States is proposing rules that, for the first time, would subject investment advisers registered or required to be registered (RIAs) with the U.S. Securities and Exchange Commission (SEC) under the Investment...more

9/24/2015 - Anti-Money Laundering Bank Secrecy Act FinCEN Non-US Entities Registered Investment Advisors SEC Suspicious Activity Reports

FinCEN Proposes Anti-Money Laundering Regulation for Investment Advisers

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a notice of proposed rulemaking on August 25, 2015,1 pertaining to all investment advisers registered or required to be registered...more

9/23/2015 - Anti-Money Laundering Bank Secrecy Act Compliance FinCEN Investment Adviser NPRM Recordkeeping Requirements Registered Investment Advisors Suspicious Activity Reports U.S. Treasury

SEC Issues Settled Enforcement Action Against Investment Adviser, its President and Senior Officers for Compliance Program...

The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order (Order) on June 23, 2015, against Pekin Singer Strauss Asset Management Inc. (Adviser), an investment adviser registered under...more

8/6/2015 - Asset Management CCO Cease and Desist Orders Chief Compliance Officers Compliance Corporate Officers Enforcement Actions Ethics Fraud Investment Adviser Investment Advisers Act of 1940 Investment Funds Policy Violations Portfolio Managers SEC Shareholders Tone At The Top

Volcker Agencies Provide Guidance Regarding Treatment of Registered Funds and Foreign Public Funds During Their Seeding Period

As the general July 21, 2015 deadline approached to conform with the implementing regulations (Final Rules) for the Volcker Rule, a key issue remained with respect to the sponsoring, organizing and seeding of investment...more

7/29/2015 - Banks Covered Funds Final Rules Financial Institutions Foreign Investment Investment Companies Investment Company Act of 1940 Proprietary Trading Public Funds Registered Funds Volcker Rule

SEC Proposes to Amend Form ADV and Investment Adviser Recordkeeping Rules

The U.S. Securities and Exchange Commission (SEC or Commission) recently proposed amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule) and other rules under the Investment Advisers Act of 1940, as amended (Advisers...more

7/17/2015 - CCO Disclosure Requirements Dodd-Frank Form ADV Investment Adviser Investment Advisers Act of 1940 RAUM Recordkeeping Requirements Risk Assessment SEC Social Media Umbrella Registration

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

3/27/2015 - Brokers CFTC Compliance Equity Securities ERISA Filing Deadlines Filing Requirements Form 13F Form ADV Investment Adviser Investment Funds NFA Private Funds Reporting Requirements Schedule 13D Securities Dealers

Credit Risk Retention Final Rule: Enforcement and Compliance Considerations

Predicting enforcement of the final rule regarding U.S. risk retention is an uncertain task. This OnPoint is designed to provide guidance on possibilities related to consequences of non-compliance, enforcement approaches by...more

12/16/2014 - Asset-Backed Securities CMBS Collateralized Loan Obligations Dodd-Frank Enforcement Guidance Final Rules Private Right of Action Prudential Regulation Authority Risk Retention

U.S. Risk Retention Final Rule: Playing it Forward for CLOs

We will leave the hand wringing and teeth gnashing to others. We expect there will be a lot of that in the days ahead. We have had our say on the misguided premises and tortured statutory interpretation underpinning the final...more

10/23/2014 - Collateralized Debt Obligations Collateralized Loan Obligations Dodd-Frank FDIC Risk Retention Securities Exchange Act Volcker Rule

CFTC Issues Exemptive Relief Related to JOBS Act Amendments to Regulation D

The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more

10/1/2014 - CFTC CPO Exemptions General Solicitation JOBS Act Private Offerings Regulation D Reporting Requirements Rule 144A Rule 506(c)

SEC IM Staff Issues Guidance on Proxy Voting Responsibilities of Investment Advisers

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management (IM) and Corporate Finance (CF) released a staff legal bulletin (Bulletin) on June 30, 2014, covering various issues involved with proxy...more

7/22/2014 - Compliance Investment Adviser Investment Management Proxy Voting Guidelines SEC

SEC Issues Guidance Update on Social Media Commentary in Investment Adviser Advertising

The staff of the Division of Investment Management (Staff) of the Securities and Exchange Commission (SEC) has issued an IM Guidance Update (Guidance Update) on the use of social media in investment adviser advertising. The...more

5/6/2014 - Advertising Guidance Update Investment Adviser Investment Advisers Act of 1940 Ratings SEC Social Media Testimonial Statements

SEC Staff to Conduct Broker-Dealer and Investment Adviser Examinations Focused on Cybersecurity

The Securities and Exchange Commission’s (the “SEC” or the “Commission”) Office of Compliance Inspections and Examinations (“OCIE”) announced in an April 15, 2014 Risk Alert (the “Alert”) that it will be conducting...more

4/22/2014 - Cybersecurity Data Protection Investment Adviser OCIE SEC

SEC Issues No-Action Letter Expanding Interpretation of the Definition of “Knowledgeable Employee”

The staff of the Division of Investment Management of the U.S. Securities and Exchange Commission (the “Staff”) has issued a no-action letter in response to a request by the Managed Funds Association (the “MFA Letter”),...more

3/26/2014 - Actual or Constructive Knowledge No-Action Letters SEC

2014 Examination Priorities of the U.S. SEC’s Office of Compliance Inspections and Examinations

The Securities and Exchange Commission (SEC) on January 9, 2014 announced its examination priorities for 2014. The priorities address: (i) market-wide issues, including fraud detection and prevention, corporate governance,...more

2/6/2014 - Compliance Investigations OCIE SEC

U.S. SEC’s Office of Compliance Inspections and Examinations Issues Risk Alert on Alternative Investment Due Diligence...

U.S. SEC’s Office of Compliance Inspections and Examinations Issues Risk Alert on Alternative Investment Due Diligence Practices - The U.S. Securities and Exchange Commission’s Office of Compliance Inspections and...more

2/5/2014 - Compliance Due Diligence Enforcement Actions OCIE SEC

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