News & Analysis as of

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

SEC Sanctions Auditor, Should Make Small Issuers Think Twice

The SEC brought a settled administrative action against an auditor on October 24th. Often I’ll take a case like this and write something about it to warn other auditors (or investment advisers or broker-dealers, or whomever)...more

Court Rejects GOP Challenge to Adviser Pay-to-Play Regulations

On September 30, the D.C. District Court rejected two GOP state committees’ challenge to the SEC’s regulation prohibiting pay-to-play among investment advisors. Bowing to “curious” precedent in which words don’t mean what...more

Guidance for Investment Advisers Using Proxy Advisory Firms

A recent SEC Staff Legal Bulletin provides important guidance for investment advisers that use proxy advisory firms in voting clients’ securities. Nevertheless, the Bulletin (dated June 30, 2014) leaves much unresolved....more

Think Before You Tweet: Top 5 Social Media Tips for Advisers

So Apple announced its new iPhone 6 etc. about an hour ago — it’s probably old news by the time this post hits the wire, which is kind of my point. I am not sure what you will do about the new Apple products, but I do know...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

SEC Settles with Dually Registered Adviser Over Best Execution, Disclosure and Principal Transactions

The SEC settled administrative proceedings against an investment adviser, Dominick & Dominick LLC, a firm registered with the SEC both as an investment adviser and a broker-dealer (the “Adviser” or “D&D”), and Robert X....more

A Compilation of Enforcement and Non-Enforcement Actions

Renewed Call for Investment Adviser User Fees - As we reported in previous editions of our Investment Management Newsletter, various persons have proposed that a user fee be imposed on SEC registered investment...more

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

SEC Issues Guidance on Proxy Voting Relevant to Proxy Advisers and Investment Advisers: Any Significant Impact on the Current...

Growing concerns regarding the increasingly prominent role of proxy advisory firms, including Institutional Shareholder Services and Glass Lewis, were largely not addressed when, on June 30, 2014, the Securities and Exchange...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

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

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

SEC Establishes Cybersecurity Initiative for Broker-Dealers and Investment Advisers

On April 15, 2014, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) released a National Exam Priority Risk Alert announcing its initiative to evaluate cybersecurity...more

SEC Offers Guidance On Use of Social Media Commentary by Investment Advisers

On March 28, 2014, the Securities and Exchange Commission (“SEC”), Division of Investment Management, issued guidance that clarifies when it is permissible for an investment adviser or an investment adviser representative...more

Investment Advisers to Plans May Be Required to Deliver "Disclosure Guide" Under ERISA

On March 12, 2014, the U.S. Department of Labor (the DOL) issued a proposed amendment (the Proposed Amendment) to its final regulations (the Final Regulations) under Section 408(b)(2) of ERISA (commonly referred to as the...more

New Regulatory Guidance on Use of Social Media by Investment Advisers

Acknowledging the growing demand by consumers for information through social media, the Division of Investment Management set some ground rules on how investment advisers can use social media and publish advertisements...more

New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014....more

Florida Regulator to Overhaul Securities and Investment Adviser Regulations

Pamela P. Epting, Director of the Division of Securities in the Florida Office of Financial Regulation, has announced a major reorganization and revision of the Division’s administrative rules and invited suggestions for...more

2014 Compliance Checklist for Investment Advisers

For those of you still easing into 2014, we thought that now would be a good time to help you plot out your regulatory and internal compliance schedules for the upcoming calendar year....more

SEC and DOL Reach $21 Million Settlement with Adviser Over Alleged Failure to Disclose and Correct Trading Errors and Improper...

The Securities and Exchange Commission (the “SEC”) and Department of Labor (“DOL”) reached settlements with Western Asset Management (the “Adviser”), a registered investment adviser and subsidiary of Legg Mason Inc., under...more

401(k) Advisors shouldn’t offer investment advice if they don’t know the compliance part of offering advice

The road to hell is paved with good intentions, so the person who does a good deed could end up getting punished. Most financial advisors on a 401(k) plan do many things beyond the scope of what they were hired to do,...more

Mark Your Calendars: Key Compliance Dates for Advisers

It’s hard to believe that January is almost over and 2013 just a blur. With matching speed, many of the compliance milestones that an investment adviser faces are fast approaching, and a compliance calendar with the key...more

SEC 2014 Adviser Examination Priorities Include Continuation of Presence Exams and Initiative Targeting Never-Before Examined...

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced the 2014 examination priorities (the “Announcement”) for its National Examination Program (the “NEP”). The priorities are organized according to...more

SEC Publishes 2014 Examination Priorities for Investment Advisers

On January 9, 2014, the U.S. Securities and Exchange Commission (SEC) published its 2014 examination priorities letter (“SEC Letter”) for its National Examination Program (NEP). The NEP covers all markets and entities...more

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