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Disclosure Requirements Securities & Exchange Commission Conflicts of Interest

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

SEC Issues Guidance on Fund Changes Intended to Simplify Compliance with the Department of Labor’s “Conflict of Interest” Rule

by Ropes & Gray LLP on

On December 15, 2016, the SEC’s Division of Investment Management issued a Guidance Update titled, Mutual Fund Fee Structures. The Guidance focuses on disclosure issues and procedural requirements arising from (i) funds...more

Investment Management Update

by Ballard Spahr LLP on

Investment Adviser AXA Wins Excessive Fee Trial - A federal judge in New Jersey has ruled in favor of AXA Equitable Life Insurance Company (AXA Equitable) and its wholly owned subsidiary, AXA Equitable Funds Management...more

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

by Dechert LLP on

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

Investment Management Update

by Ballard Spahr LLP on

The Securities and Exchange Commission Adopts Amendments to Form ADV and Investment Adviser Act Rules - The Securities and Exchange Commission (SEC) adopted amendments to Form ADV and Investment Advisers Act of 1940...more

SEC Enforcement Against Private Equity Firms - A Focus on Disclosure, Fees, and Conflicts of Interest

by King & Spalding on

The Securities and Exchange Commission announced two settled enforcement actions against private equity fund advisers last week involving certain fee practices and potential conflicts of interest. Consistent with its...more

SEC Continues to Target Private Equity Firms, Entering Into $52 Million Settlement with Apollo Global Management

On August 23, 2016, the SEC entered into a settlement that reflects a continuation of its recent trend of increasingly active pursuit of private equity firms, particularly for failing to disclose conflicts of interests and...more

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

by Smith Anderson on

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

SEC Examiners Focused on Fund Share Class Conflicts of Interest

by Morgan Lewis on

OCIE recently published a Risk Alert announcing that it will examine the potential conflict of interest created by registered investment advisers being financially incentivized to recommend certain share classes to clients....more

Financial Services Weekly News - July 2016 #3

by Goodwin on

Regulatory Developments - SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review - On July 13, the Securities and Exchange Commission (SEC) proposed...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

Barred Securities Professional Charged By SEC

by Dorsey & Whitney LLP on

The Commission brought an action against a hedge fund operator who had previously been barred from the securities business and his son. The case centers on undisclosed conflicts and preferential withdrawal rights for the two...more

SEC – Charter School CEO Settle Muni Bond Charges

by Dorsey & Whitney LLP on

The Commission resolved its second action arising out of undisclosed conflicts tied to a municipal bond offering used to fund construction for charter schools. SEC v. Rangel, Civil Action No. 1:16-cv-06391 (N.D. Ill. Filed...more

A Compilation of Enforcement and Non-Enforcement Actions

by Foley & Lardner LLP on

Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more

Financial Services Quarterly Report - First Quarter 2016: Lessons for PE Managers from the SEC’s Ongoing Scrutiny of Private...

by Dechert LLP on

A large number of private equity managers were required to register for the first time with the U.S. Securities and Exchange Commission (SEC) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act)....more

FINRA’s Final Equity Research Rules Go Effective; Final Debt Research Rules’ Effective Date Quickly Approaching

by Morrison & Foerster LLP on

In November 2014, FINRA proposed to adopt NASD Rule 2711 as new FINRA Rule 2241, with several modifications, to address conflicts of interest relating to equity research analysts and research reports (“Rule 2241”). FINRA...more

Recent Action Highlights SEC’s Continuing Scrutiny of Private Equity Firms

by Dechert LLP on

A settled enforcement action announced by the U.S. Securities and Exchange Commission (SEC) on November 3, 2015 is but one in a growing list of SEC settlements concerning the allocation and disclosure of fees and expenses by...more

SEC Settles Charges with Private Equity Firm and Four Executives for Failure to Disclose Conflicts of Interest

by Butler Snow LLP on

The SEC recently reached a settlement with New York-based private equity firm, Fenway Partners, LLC, and four executives related to charges that Fenway Partners and several of its executives (“Respondents”) failed to disclose...more

A Compilation of Enforcement and Non-Enforcement Actions

by Foley & Lardner LLP on

Non-Enforcement - SEC Decides Against Mounting an Appeal in Koch Ruling - The July 2015 ruling by the D.C. Circuit Court in Koch v. SEC will apparently not be challenged by the SEC. The Court ruled in that...more

Inside M&A - October 2015

by McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Financial Services Weekly News - October 2015 #3

by Goodwin on

Regulatory Developments: FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults - On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more

SEC Approves Rule to Regulate Debt Research Reports and Debt Research Analysts

by Morgan Lewis on

Background - Eight years in the making, the US Securities and Exchange Commission (SEC) has finally approved the Financial Industry Regulatory Authority’s (FINRA's) proposed Rule 2242 (the Rule or Rule 2242), which will...more

FINRA’s New Research Rules

by Latham & Watkins LLP on

The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more

"SEC Extends Comment Period on Proposed Rule G-42, MSRB Files Partial Amendment"

On August 6, 2015, the Securities and Exchange Commission (“SEC”) filed an Order instituting proceedings intended to determine whether to approve or disapprove Proposed Municipal Securities Rulemaking Board (“MSRB”) Rule G-42...more

SEC Approves Long-Anticipated FINRA Research Rules

by Morgan Lewis on

New FINRA Rule 2241 consolidates and expands upon legacy NASD and NYSE rules to address equity research analyst activities, equity research reports, and conflicts of interest relating to equity research analysts. New FINRA...more

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