Investment Adviser Disclosure Requirements

News & Analysis as of

Putting a Premium on Illiquidity: Some Reflections on the SEC’s Scrutiny of Valuation Practices and Disclosures

Valuation is typically near the top of the list when the SEC’s enforcement division and exam staff disclose their priority topics for private funds.  We expect that trend to continue and, if anything, the focus on valuation...more

SEC Committee Recommends Investor-Specific Mutual Fund Cost Disclosures

In mid-April, the SEC’s Investor Advisory Committee (IAC) issued a recommendation that the SEC "explore ways to improve mutual fund cost disclosures." As a first step, the IAC urges the SEC to require that periodic...more

Financial Services Weekly News - July 2016 #3

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

SEC Proposal Would Require Business Continuity and Transition Plans for Investment Advisers

Citing the ongoing risk of terrorist and cyber-attacks, the 2008 financial crisis, and Hurricanes Katrina and Sandy, the Securities and Exchange Commission (“SEC”) has issued proposed rules under the Investment Advisers Act...more

Can There Be Too Much Disclosure?

In an effort to provide transparency, the Dodd-Frank Act has previously formed an Investor Advisory Committee to assist the SEC on various issues including regulatory priorities, the regulation of securities products, trading...more

Consultants, Investment Advisers, and Compliance

It is important for registered investment advisers to determine if the correct workers – regardless of employee or consultant labels — have been designated as Access Persons. Originally published as a guest post on Hedge...more

Might You Be Stumbling Into Being Subject to the U.S. Department of Labor’s Conflict of Interest Regulatory World?

The U. S. Department of Labor’s Conflict of Interest regulatory package (the “COI Rules”) reaches far more than traditional trustees named in retirement plan documents. Many financial advisors, tax advisors, investment...more

New PTEs Impact Broker’s and Advisor’s Relationship with Retirement Plans and IRAs and Also Impact Plan Sponsors and Fiduciaries

While only the plan service providers, like brokers, are required to comply with the requirements of the revised and new prohibited transaction class exemptions contained in the package with the definition of...more

The DOL Fiduciary Rule and Potential Limitations On Investor Choice

On Wednesday, April 6, 2016, the United States Department of Labor (the “DOL”) released the final version of its rule imposing a “best interest” fiduciary standard on financial professionals who provide retirement savings...more

SEC’s Division of Investment Management Issues Guidance on Revising Fund Disclosure in Light of Changing Market Conditions

On March 2, 2016, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management issued new guidance (the “Guidance”) to registered investment companies and their investment advisers regarding the dynamic...more

SEC-IA Settle Disclosure Case

It is fundamental that investment professionals accurately disclose their polices and procedures and adhere to them. Yet an increasing number of proceedings are being brought by based on failing to follow to those procedures....more

"FINRA Submits Pay-to-Play Rule 2030 to SEC for Approval"

On December 16, 2015, the Financial Industry Regulatory Authority (FINRA) submitted Rules 2030 and 4580 (the Draft Rules) to the Securities and Exchange Commission (SEC) for approval. The Draft Rules set forth pay-to-play...more

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

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

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

Financial Services Weekly News - October 2015 #3

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 Settles Charges that Investment Adviser Failed to Adequately Disclose Changes in Investment Strategy

The SEC settled charges with two investment advisers to a closed-end fund based on allegations that the advisers failed to adequately disclose a change in investment strategy to the fund’s board and its investors. The SEC...more

NAIC Proposes Changes to Life Insurer Disclosure Requirements and Treatment of Investment Affiliates

This month, the NAIC set forth a variety of proposals relating to changes risk-based capital (“RBC”) requirements, as well as treatment of investment affiliates. In particular, the NAIC seeks to require life insurers to...more

Investment Management Update - October 2015

Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. Schwab...more

SEC Proposes Major Disclosure Changes for Funds and Advisers

The SEC recently published two rule proposals to address concerns over the Commission’s ability to gauge and monitor any risks that the asset management industry poses to the financial system and investors. This includes the...more

SEC’s Increased Cybersecurity Enforcement and How to Reduce Your Risks

The SEC announced last week that an investment adviser had agreed to settle charges that it failed to take required steps to protect against and respond effectively to a cybersecurity breach. The action comes on the heels of...more

This Week In Securities Litigation

In a burst of post-Labor Day energy, the SEC filed a number of significant actions. Those include a series of actions arising out of the audit failure by BDO; actions centered on a financial fraud at an on-line lender; cases...more

This Week In Securities Litigation

The Sixth Circuit last week concluded that Morrison, which held that Section 10(b) does not have extraterritorial reach, is inapplicable to Advisers Act Section 10(b). The DC Circuit, on rehearing, reaffirmed its prior...more

DC Circuit Tosses Republican’s Challenge to Adviser Pay-to-Play Rule

The District of Columbia Circuit Court of Appeals Tuesday rejected a challenge to the SEC’s investment-adviser pay-to-play rule, holding that two state Republican Party organizations filed it almost four years too late....more

The Growing Scrutiny of Social Media by U.S. Courts and Agencies

The evolution of social media in business from “occasional accessory” to “integral component” has in turn forced the law itself to evolve in an attempt to address social media’s increasing relevance. Recent developments in...more

SEC Sanctions Adviser For Not Fully Disclosing Fee Arrangements

The Commission has brought a series of cases focused on undisclosed conflicts of regulated entities. A number of those cases centered on undisclosed fee and compensation arrangements. In its most recent case the agency went...more

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