Michael L. Sherman

Michael L. Sherman

Dechert LLP

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SEC Staff Issues Guidance Update and Investor Bulletin on “Robo-Advisers”

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC) published a Guidance Update (Guidance) on February 23, 2017, on the subject of automated investment advisers...more

3/15/2017 - Compliance Disclosure Requirements Division of Investment Management Guidance Update Investment Adviser Investment Advisers Act of 1940 Investment Companies Investment Management OCIE Policies and Procedures Registered Investment Advisors Robo-Advisors SEC

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

2/21/2017 - Accredited Investors Benefit Plan Sponsors CFTC Compliance Cross-Border Transactions Equity Securities ERISA Filing Requirements FINRA Form ADV Form PF Fund Managers Hedge Funds Investment Adviser NFA Private Funds Private Placements Registered Investment Advisors Reporting Requirements SEC

US SEC Publishes Risk Alert on Top Five Investment Adviser Compliance Issues Found During Inspections

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued a National Exam Program Risk Alert on February 7, 2017 (Risk Alert), highlighting the “five compliance...more

2/17/2017 - Books & Records Compliance Custody Rule Ethics Filing Requirements Inspections Investment Adviser OCIE Risk Alert SEC

SEC 2017 Examination Priorities Focus on Retail Investors, Seniors and Retiring Investors, and Market-Wide Risk Assessment

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) on January 12, 2017 announced its examination priorities for the current year. The priorities extend to nearly...more

2/1/2017 - Data Privacy Investor Protection OCIE Retail Investors Retirement Risk Assessment SEC SEC Examination Priorities

SEC Office of Compliance Inspections and Examinations Issues Risk Alert on Multi-Branch Adviser Initiative

Investment advisers registered with the U.S. Securities and Exchange Commission (SEC) may use a variety of business and organizational models, which may include structures with one or more branch offices. In announcing its...more

2/1/2017 - Compliance Fiduciary Duty Investment Adviser Investment Advisers Act of 1940 OCIE Registered Investment Advisors Retail Investors SEC

SEC Principal Trading Rule Exemption Set to Expire at Year’s End

The staff of the U.S. Securities and Exchange Commission (SEC) stated in August that it intends to permit the expiration of rule 206(3)-3T (Rule) under the Investment Adviser Act of 1940 (Advisers Act). The SEC originally...more

11/22/2016 - Broker-Dealer Investment Adviser Investment Advisers Act of 1940 Investor Protection Principal Trading Rule Exemption SEC SIFMA

OCIE Publishes Risk Alert on Examinations of Compliance with SEC Whistleblower Rule by Investment Advisers and Broker-Dealers

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued a National Exam Program Risk Alert on October 24, 2016 (Risk Alert) regarding examinations of...more

10/28/2016 - Amended Regulation Broker-Dealer Compliance Dodd-Frank Investment Adviser OCIE Risk Alert SEC SEC Examination Priorities Securities Exchange Act Securities Violations Whistleblower Awards Whistleblower Protection Policies

SEC's Focus on Private Equity Firms Continues with Recent Action

A settled enforcement action, announced by the U.S. Securities and Exchange Commission (SEC) on September 14, 2016, continues the trend of increased SEC scrutiny of private equity advisers concerning the allocation and...more

10/21/2016 - Cease and Desist Orders Conflicts of Interest Disclosure Requirements Discounts Dodd-Frank Enforcement Actions Excessive Fees Fund Expenses Investment Adviser Investment Advisers Act of 1940 OCIE Policies and Procedures Private Equity Funds Registered Investment Advisors SEC

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

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

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 (SARs)

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

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

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

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