Michael L. Sherman

Michael L. Sherman

Dechert LLP

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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

Financial Services Quarterly Report - Third Quarter 2013: U.S. Private Offerings: SEC Approves JOBS Act Requirement to Permit...

The SEC has amended1 Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (“Securities Act”) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

10/7/2013 - Accredited Investors Bad Actors Dodd-Frank General Solicitation JOBS Act Regulation D Rule 144A Rule 506 Offerings SEC

It’s Time to Revisit Business Continuity Planning: What Works and What Does Not Work

Recently, the Securities and Exchange Commission (“SEC”) and other U.S. financial regulators (collectively, “Regulators”) issued important guidance related to the need for industry participants to maintain business continuity...more

9/25/2013 - CFTC Continuity of Enterprises Disaster Preparedness Financial Regulatory Reform FINRA NEP OCIE SEC

SEC Proposes Additional Requirements to Regulation D, Form D and Rule 156

The Securities and Exchange Commission (SEC) has proposed a suite of amendments to Regulation D, Form D and Rule 156 under the Securities Act of 1933 (Securities Act) (Proposed Rules). According to the SEC, the Proposing...more

9/16/2013 - Form D Filing Proposed Regulation Regulation D Rule 156 SEC Securities Act of 1933

SEC Division of Investment Management Provides Guidance Regarding the Custody Rule and Privately Offered Securities

The Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (SEC) recently posted an IM Guidance Update that expands the applicability of an exception from the Custody Rule (as defined...more

8/28/2013 - Custody Rule GAAP Investment Advisers Act of 1940 Investment Company Act of 1940 Investment Management Pooled Investment Vehicles Private Offerings SEC

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2)...

The SEC has amended Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (Securities Act) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in...more

7/28/2013 - Accredited Investors Advertising Bad Actors Broker-Dealer Dodd-Frank Form D Filing Fund Managers General Solicitation Rule 144A Rule 506 Offerings Safe Harbors SEC Securities Act of 1933 Social Media

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