Michael L. Sherman

Michael L. Sherman

Dechert LLP

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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

Is the Pendulum Swinging? – SEC Commissioner Gallagher Expresses Concerns About Reliance on Proxy Advisors

The role of proxy advisors has continued to attract attention from U.S. regulators and on Capitol Hill. Earlier this month, Commissioner Daniel M. Gallagher of the Securities and Exchange Commission (“SEC”) generated...more

7/24/2013 - Daniel Gallagher No-Action Letters Proxy Advisors SEC SEC Commissioner

2013 Examination Priorities of the U.S. SEC’s Office of Compliance Inspections and Examinations

The Office of Compliance Inspections and Examinations (“OCIE”) of the Securities Exchange Commission (“SEC”) on February 21, 2013 announced its examination priorities for this year. These highlight market-wide issues such as...more

3/14/2013 - Broker-Dealer Clearing Agents Conflicts of Interest Fraud Investment Adviser NEP OCIE SEC Transfer Agents

Head of Asset Management Unit at SEC Enforcement Shares Hedge Fund Enforcement Priorities

In a recent speech, Bruce Karpati, Chief of the Asset Management Unit (AMU)within the Division of Enforcement (Division) of the U.S. Securities and Exchange Commission (SEC), discussed his view of the current enforcement...more

12/27/2012 - Asset Management Enforcement Fiduciary Duty Hedge Funds Marketing Pensions Retail Market SEC

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