On August 28, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued its final rule requiring certain investment advisers to implement anti-money laundering (“AML”) compliance...more
9/10/2024
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Exempt Reporting Advisers (ERAs) ,
Final Rules ,
FinCEN ,
Foreign Investment ,
Investment Adviser ,
Investment Management ,
Popular ,
Registered Investment Advisors ,
Reporting Requirements ,
Suspicious Activity Reports (SARs) ,
U.S. Treasury
Private fund managers are reminded that the Corporate Transparency Act (CTA) may trigger reporting obligations to the Department of the Treasury’s Financial Crimes Enforcement Network for private fund managers and the private...more
The two most common exemptions from registration under the Investment Company Act of 1940 (the “Act”) utilized by private funds are under Section 3(c)(7) and Section 3(c)(1). Funds that do not qualify for an exemption under...more
In a 3-0 decision issued today, June 5, 2024, the Fifth Circuit Court of Appeals (the “Court”) vacated the new private funds rule adopted by the Securities and Exchange Commission (the “SEC”) on August 23, 2023 (the “Rule”)....more
6/6/2024
/ Dodd-Frank ,
Final Rules ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Funds ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Title IV ,
Title IX ,
Vacated
On February 6, 2024, the U.S. Securities and Exchange Commission (“SEC”) issued an updated FAQ for investment advisers relating to SEC Rule 206(4)-1 (the “Marketing Rule”), and the reporting of gross and net performance...more
What is the purpose of the Corporate Transparency Act (“CTA”)?
Effective as of January 1, 2024, the Corporate Transparency Act (“CTA”) imposed new federal reporting obligations on certain companies, including potentially...more
On October 31, 2023, the Department of Labor (“DOL”) issued a much-anticipated proposal to amend its 1975 “investment advice fiduciary” regulation, which defines when a person who provides investment advice for a fee or other...more
11/9/2023
/ Broker-Dealer ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
Individual Retirement Account (IRA) ,
Investment Adviser ,
IRA Rollovers ,
Prohibited Transactions ,
PTEs ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Retirement Plan
As a reminder, investment advisers who are subject to any state registration, renewal or notice filing fees must have funded their IARD accounts by December 11, 2023 in order to cover such fees (with a recommendation from...more
On September 29, 2023, the U.S. Small Business Administration (SBA) and the Department of Defense (DoD) announced the rollout of the Small Business Investment Company Critical Technology (SBICCT) Initiative, a joint effort...more
On August 23, 2023, the Securities and Exchange Commission (the “SEC”) approved by a 3-2 vote a final rule enacting a series of wide-sweeping changes to the regulation of the private funds industry (the “Final Rule”). While...more
8/25/2023
/ Compliance ,
Disclosure Requirements ,
Final Rules ,
Fund Managers ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
Investors ,
Private Funds ,
Proposed Rules ,
Registered Investment Advisors ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On November 4, 2022, the U.S. Securities and Exchange Commission (the “SEC”) began enforcing its updated advertising requirements for federally registered advisers. Those rules, described in greater detail here, represented a...more
1/5/2023
/ Advertising ,
Investment ,
Investment Adviser ,
Marketing ,
New Guidance ,
New Rules ,
Policies and Procedures ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
State and Local Government
On December 22, 2020, the U.S. Securities and Exchange Commission (“SEC”) announced that it was adopting amendments under the Advisers Act of 1940 (the “Advisers Act”) to implement a revised Rule 206(4)-1 (the “Marketing...more
On May 25, 2022, the U.S. Securities and Exchange Commission (the “SEC”) issued a release containing a proposed rule (the “ESG Proposed Rule”) which, if enacted, would require certain exempt and registered investment...more
On March 30, 2022, the U.S. Securities and Exchange Commission (“SEC”) Division of Examinations (the “Division”) (formerly the Office of Compliance Inspections and Examinations) published its annual examination priorities for...more
4/28/2022
/ Broker-Dealer ,
Digital Assets ,
Disclosure Requirements ,
Emerging Technologies ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Investment ,
Investment Adviser ,
Private Funds ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
On February 9, 2022, more than a decade after the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 increased the Securities and Exchange Commission’s (the “SEC”) oversight of advisers to private funds (pooled...more
The U.S. Small Business Administration has announced increases to licensing and examination fees relating to the Small Business Investment Company program by way of an annual inflation adjustment. The new fees, set forth in...more
On December 22, 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments under the Investment Advisers Act of 1940 modernizing the rules governing investment adviser marketing. The amendments replace and...more
3/10/2021
/ Advertising ,
Amended Rules ,
Books & Records ,
Cash Solicitation Rule ,
Compliance ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
No-Action Letters ,
Securities and Exchange Commission (SEC)
As a reminder, investment advisers who are subject to any state registration, renewal or notice filing fees must have funded their IARD accounts by December 14, 2020 in order to cover such fees (with a recommendation from...more
SBA’s Office of Investment and Innovation has revised the semi-monthly draw application schedule for the 2020 holiday season with the first revised deadline occurring on Tuesday, November 3, 2020...more
On August 12, 2020, the SEC Office of Compliance Inspections and Examinations (OCIE) published a Risk Alert that identifies potential issues related to the COVID-19 pandemic for SEC-registered investment advisers and...more
9/16/2020
/ Broker-Dealer ,
Business Continuity Plans ,
Business Operations ,
Compliance ,
Coronavirus/COVID-19 ,
Data Protection ,
Fees ,
Investment Adviser ,
Investment Fraud ,
OCIE ,
Personally Identifiable Information ,
Policies and Procedures ,
Popular ,
Remote Working ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Supervision
On August 26, 2020, the Securities and Exchange Commission (“SEC”) amended the definition of “accredited investor,” one of the principal tests for determining eligibility for participation in private placements of securities....more
9/1/2020
/ Accredited Investors ,
Family Offices ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Limited Liability Company (LLC) ,
Qualified Institutional Buyers ,
Rule 144A ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Venture Capital
After several years of uncertainty as to the appropriate standard for determining when an investment adviser will be deemed to be a fiduciary under ERISA, the U.S. Department of Labor (the “DOL”) has finally issued clear...more
In accordance with SEC rules, all registered investment advisers with clients that are “retail investors” are required to file Part 3 of Form ADV (Form CRS) with the SEC, and deliver a current Form CRS to clients that are...more
On June 5, 2020, the President signed the Paycheck Protection Flexibility Act of 2020 (the “Act”), which modifies certain provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) enacted on March...more
On April 23, 2020, Congress passed the Paycheck Protection Program and Health Care Enhancement Act (the “Act”), which provides approximately $484 billion in relief in addition to the Coronavirus Aid, Relief and Economic...more