Compliance Securities & Exchange Commission

Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory... more +
Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations.  In response to many corporate scandals evidencing rampant unethical business practices, many nations, including the United States, began passing strict regulatory frameworks aimed at curbing these abuses. Notable pieces of legislation in this area include the U.S. Foreign Corrupt Practices Act (FCPA), Sarbanes-Oxley (SOX), and the U.K. Bribery Act, to name a few. The foregoing statutes and the severe penalties often associated with them form the basis of many modern institutional compliance programs. less -
News & Analysis as of

SEC Provides Guidance to Private Equity on Seller Escrows

The SEC has issued guidance to registered private equity advisers regarding escrow arrangements resulting from the sale of a portfolio company. The guidance revolves around a circumstance involving the sale of a portfolio...more

SEC Staff Issues Guidance on Investment Adviser Proxy Voting Responsibilities and Use of Proxy Advisory Firms

On June 30, 2014, the staff of the Securities and Exchange Commission’s (the “SEC”) Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20, which provides guidance on investment...more

An XBRL Prod from the SEC

The SEC has been noticeably quiet about XBRL compliance since those regulations were adopted in 2009. In July, however, the staff softly prodded this public company sore spot (think: conflicts mineral sore) with a letter...more

SEC Provides New C&DIs on Verifying Accredited Investor Status

In early July, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued several new interpretations (at 255.48-49 and 260.35-38) (C&DI) relating to the verification of “accredited investor” status...more

SEC Releases Guidance on Proxy Voting and Use of Proxy Advisory Firms

On June 30, 2014, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 20 (Bulletin), which clarifies the responsibilities of registered investment advisers when voting client proxies and retaining...more

New Municipal Advisor Rules and Continuing Disclosure Initiative

In an era of increased scrutiny and regulation of the municipal market, the final rules on what constitutes, and the registra- tion of, “municipal advisors”, became effective July 1, 2014. Concurrently, the SEC initiative to...more

SEC Staff Provides Guidance on Summary Section of Mutual Fund Prospectuses

The staff of the SEC’s Division of Investment Management issued IM Guidance Update No. 2014-8 (the “Guidance Update”) to provide guidance based on comments the Division has provided on the information required to be presented...more

SEC Charges Tied to the Lack of An Algorithm

High speed trading and the use of algorithms is a key topic of debate. An investment strategy centered on an algorithm for use in the currency markets is at the center of a settled administrative proceeding filed by the...more

GAO Says Commerce Department Has Not Complied With Conflict Minerals Obligations

The Government Accountability Office, or GAO, has issued a report noting the SEC issued a rule in 2012 requiring certain companies to disclose the source and chain of custody of necessary conflict minerals in their products....more

The Impact of New SEC Municipal Advisors Registration Requirements on Investment Bankers and Their Clients

On September 18, 2013, the Securities and Exchange Commission (“SEC”) voted to adopt its final rule establishing registration requirements for municipal advisors in accordance with the Dodd-Frank Act. This final rule went...more

When Should You Disclose an SEC Investigation?

SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more

Financial Services Bulletin: Action at the SEC

On Wednesday, June 25, 2014, the Securities and Exchange Commission (the "SEC") issued new rules and guidance regarding cross-border security-based swap activities for market participants. The SEC issued the new rules as part...more

This Week In Securities Litigation (Week ending July 3, 2014)

In a holiday shortened week, dark pools were again a focus for regulators. This week FINRA sanctioned Goldman Sachs in connection with the operation of its dark pool....more

Social Media and Proxy Contests

As the use of social media continues to grow, social media is likely to play an increasingly more prominent role in proxy contests. In this context, the recent Compliance and Disclosure Interpretations issued by the SEC’s...more

SEC Integrates Two Exempt Reporting Advisers to Determine Advisers Act Registration Status

The SEC settled public administrative proceedings against TL Ventures Inc., a venture capital fund adviser (the “VC Fund Adviser”) and Penn Mezzanine Partners Management, L.P. (the “Private Fund Adviser” and with the VC Fund...more

What Private Equity Fund Managers Need to Know About SEC Examinations

Prior to the passage of the Dodd-Frank Act, a private equity manager was exempt from federal regulation under the Investment Advisers Act of 1940 (the “Advisers Act”) so long as it managed fewer than 15 private equity funds....more

News Flash: ESOP Fiduciaries May Obey the Law

The U.S. Supreme Court ruled in Fifth Third Bancorp et al. v. Dudenhoeffer, No. 12-751 (U.S. June 25, 2014), that no special presumption of prudence applies to the decision by ESOP fiduciaries to buy and hold stock of the...more

Regulation: The New Normal for Hedge Funds?

By all accounts, hedge funds are having a great year. According to the Wall Street Journal, fund managers added a net $26.32 billion of new cash in the first quarter, the highest in almost three years. Better yet, many...more

"SEC Issues Fine in Pay-to-Play Rule and Registration Requirement Violation Case"

On June 20, 2014, the Securities and Exchange Commission ("SEC") censured and fined investment adviser TL Ventures Inc. for violating the SEC's pay-to-play rule, Rule 206(4)-5 (the "Rule"), and failing to properly register...more

Private Fund Update - June 2014 #2

In this issue: - The 113th Congress - The Administration - Securities and Exchange Commission - Association for Corporate Growth (ACG) - Private Equity Growth Capital Council...more

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

SEC Charges Private Equity Firm with Pay-to-Play Violations

For the first time since passing Rule 206(4)-5, the Securities and Exchange Commission (SEC) has charged a Philadelphia-area private equity firm with violations of the pay-to-play rule. The case concerns contributions made...more

District Court Confirms “Neither Admit Nor Deny” Settlements Applying Citigroup Factors

In March 2013, the SEC requested that Judge Victor Marrero of the United States District Court for the Southern District of New York approve consent judgments as to CR Intrinsic and CR Intrinsic Investments, LLC; S.A.C....more

SEC’s enforcement division cracking down on misconduct

In a recent interview with the director of the Securities and Exchange Commission’s enforcement division, Andrew Ceresney, he noted that the biggest challenge they face is seckeeping up with the “increased complexity of […]...more

Boards of Directors Charged with Cybersecurity Risk Management by SEC Commissioner

Last week, SEC Commissioner Luis Aguilar outlined expectations for directors of public companies to manage cybersecurity risk. If you think it is enough that a board of directors reviews annual budgets for privacy and IT...more

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