News & Analysis as of

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - 2015 Legislative Agenda Includes Dodd-Frank Revisit and Cybersecurity. Enforcement - SEC Enforcement Action Underscores Importance of Custody Rule Compliance - Joint SEC/State...more

SEC Identifies Enforcement Priorities for Hedge Funds and Private Equity Funds

Julie M. Riewe, Co-Chief, Asset Management Unit, SEC Division of Enforcement identified enforcement priorities for hedge funds and private equity funds. For private funds — meaning hedge funds and private equity funds...more

SEC Proposes Hedging Policy Disclosure Requirement

The SEC focuses on governance practices and policies viewed as relevant to employee/director equity owners’ and shareholders’ alignment of interests....more

2014 Year-End Securities Litigation Enforcement Highlights

In This Issue: - I. Supreme Court Cases Review - II. Securities Law Cases - III. Insider Trading Cases - IV. Settlements - V. Investment Adviser and Hedge Fund Cases - VI. CFTC Cases and...more

"SEC Focus Results in Investment Adviser Fee and Expense Changes"

Recent efforts by the Securities and Exchange Commission (SEC) to bring concentrated regulatory attention to investment managers sharpened over the past year to include a particular focus on the private equity and hedge fund...more

SEC Dismisses Administrative Insider-Trading Suit Against Peixoto

On January 29, the Commission dismissed its insider-trading suit against Canadian analyst Jordan Peixoto in connection with his purchase of puts on the stock of Herbalife in advance of a negative hedge fund presentation on...more

Private Equity: SEC Custody Rule—One Size Does Not Fit All

As a result of the Dodd-Frank Act, since 2012 investment advisers that operate pooled investment vehicles such as hedge funds and private equity funds with $150 million of assets under management became subject to the...more

FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras [Video]

In this episode, Compliance Week Editor-in-Chief Matt Kelly and I discuss the Avon and Alstom FCPA enforcement actions and then take a look at the ongoing Petrobras corruption scandal and what it means for Brazil. ...more

2014 Top 10 SEC Enforcement Highlights

Mary Jo White was confirmed in April 2013 as Chair of the Securities and Exchange Commission (the “SEC”), becoming the first former United States Attorney to serve in that role. Given her background, and despite criticism...more

FSOC, At It Again, Places Asset Managers in Its Crosshairs

In seeking comment on potential risks to the U.S. financial system created by asset managers, the Financial Stability Oversight Council (FSOC) again places asset managers in its crosshairs. This crusade potentially can lead...more

DOJ, SEC Inquiry into Och-Ziff Capital “Placement Fee” Payment Highlights Continuing FCPA Scrutiny

Och-Ziff Capital Management (Och-Ziff), a publicly traded hedge fund, hasdisclosed that it is the subject of an ongoing investigation by the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC). ...more

A Compilation of Enforcement and Non-Enforcement Actions

SEC Looks to Step Up Oversight of the Fund Industry - At a recent conference, Mary Jo White, SEC chairman, announced that the SEC will look to increase its scrutiny of the mutual fund asset management segment to ensure...more

Investment Management Update

In This Issue: - SEC Announces First-of-Its-Kind Whistleblower Award To an Audit and Compliance Professional - SEC Issues No-Action Letter To Allow for Amendment of a Sub-Advisory Agreement without Shareholder...more

Bridging the Week - December 2014 #3

US Judge Says Sentinel 2007 Transfers to BNY Mellon Cannot Be Reversed as Made in Good Faith - The Bank of New York Mellon Corporation (formerly Bank of New York) was absolved of having engaged in “egregious...more

Second Circuit Raises the Bar for Proving Tippee Liability

Wednesday, the U.S. Court of Appeals for the Second Circuit vacated the criminal insider trading convictions of two former hedge fund managers, and in doing so, clarified the elements required to prove an insider trading...more

Second Circuit clarifies law of insider trading in reversing convictions of remote tippees

In a significant decision, the Second Circuit has reversed criminal convictions for insider trading and conspiracy to commit insider trading in an appeal following a six-week jury trial in a closely-watched prosecution...more

2014 Proskauer Hedge Funds and Other Private Funds Annual Review

This year we saw a flurry of regulatory activity targeting investment advisers and hedge funds, private equity funds and other private funds (collectively, private funds). The following annual review is a summary of some of...more

In re Allergan, Inc. S’holder Litig., C.A. No. 9609-CB (Del. Ch. Nov. 7, 2014) (Bouchard, C.)

In this Memorandum Opinion, the Court of Chancery denied plaintiffs’ motion for partial summary judgment, holding that (i) plaintiffs’ request for declaratory relief regarding whether certain certificate of incorporation and...more

M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...more

SEC Appoints Marc Wyatt As Deputy Director Of National Exam Program

On October 20, the SEC appointed Marc Wyatt as the Deputy Director of the agency’s Office of Compliance and Inspection Examinations (OCIE). In September 2012, Wyatt joined the SEC as a senior specialized examiner with a...more

Ghost of David Sokol Haunts SEC’s Insider Trading Case against Szymik and Peixoto

It never actually became a case, but maybe you remember this matter from a few years ago. In January 2011, former Berkshire Hathaway executive David Sokol bought about 100,000 shares in Lubrizol Corporation shortly before...more

SEC Insider Trading Cases as Administrative Proceedings – A New Trend?

Traditionally, the SEC has brought insider trading cases as civil injunctive actions. The recent emphasis on administrative proceedings, however, appears to be changing that. Earlier this week the agency brought an insider...more

Prepare for the magnifying glass: SEC hikes scrutiny of asset managers - 4 steps to consider

Earlier this month, the Wall Street Journal reported that the Securities and Exchange Commission is in the process of preparing new rules to increase the monitoring and oversight of various asset funds, including hedge funds...more

Investment Management Legal + Regulatory Update -- September 2014

In This Issue: - Regulation: Long-Awaited Money Market Fund Rules Adopted - SEC Staff Offers Guidance Regarding Investment Advisers and Proxy Advisory Firms - SEC Staff Closes Loophole on BDC Asset...more

SEC Examinations of Newly Registered Private Fund Advisers Wind Down

In testimony before Congress, SEC Chair Mary Jo White noted that she anticipates SEC staff will conclude a two-year initiative to conduct focused, risk-based exams of newly registered private fund advisers in October 2014. ...more

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