News & Analysis as of

Orrick's Financial Industry Week in Review

FHFA Releases 2015 Report to Congress - On June 15, 2016, the Federal Housing Finance Agency's "Report to Congress" for 2015 was released. The document, required under federal law, analyzes Fannie Mae, Freddie Mac and...more

Financial Services Weekly News - June 2016 #4

Regulatory Developments - SEC Issues Order Approving Inflation Adjustments to “Qualified Client” Dollar Thresholds for Investment Adviser Performance Fee Rule - On June 14, the SEC issued an order approving...more

SEC Adopts Higher Net Worth Threshold for Qualified Clients under the Advisers Act

In an order dated June 14, 2016, the Securities and Exchange Commission (SEC) adopted its prior proposal to increase the net worth threshold for "qualified clients" under Rule 205-3 of the Investment Advisers Act of 1940 (the...more

SEC Settles with Private Equity Fund Adviser Charged with Acting as an Unregistered Broker

A recent Securities and Exchange Commission (SEC) settlement order highlights the importance that the SEC has placed on the issue of broker-dealer registration for the private equity industry. On June 1, 2016, the SEC...more

SEC acts against Private Equity Firm for Acting as an Unregistered Broker

On June 1, 2016, the SEC issued a press release that announced a Maryland-based private equity fund advisory firm and its owner have agreed to pay more than $3.1 million to settle charges that they engaged in brokerage...more

SEC Issues Order Increasing the Net Worth Test Under Rule 205-3 Under the Investment Advisers Act of 1940 to $2.1 Million

Section 205(a)(1) of the Investment Advisers Act of 1940 (the “Advisers Act”) generally prohibits an investment adviser from entering into, extending, renewing, or performing any investment advisory contract that provides for...more

"SEC Charges Private Equity Fund Adviser as an Unregistered Broker"

On June 1, 2016, the Securities and Exchange Commission (the "SEC") accepted a settlement offer from a registered investment adviser of private equity funds, and its founder, principal and managing member. The settlement...more

USAO, SEC Charge Insider Trading Based on FDA/CMS Information

The Manhattan U.S. Attorney’s Office and the SEC continued their war on insider trading with additional actions against portfolio managers. In their most recent cases they allege that the two traders obtained inside...more

SEC Raises Qualified Client Threshold for Investment Adviser Performance Fees

Effective as of August 15, 2016, the dollar amount of the “qualified client” net worth test will increase from $2,000,000 to $2,100,000. On June 14, 2016, the SEC issued an Order Approving Adjustment for Inflation of the...more

SEC Charges Private Equity Adviser for Unregistered Brokerage Activity

The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is...more

Lessons From SEC Sanctions Against Blackstreet

On June 1, 2016, the U.S. Securities and Exchange Commission issued an administrative order sanctioning Blackstreet Capital Management LLC and Blackstreet’s managing member and principal owner, Murry N. Gunty, for acting as...more

Cease and Desist Proceedings Against an Asset Manager for Acting as an Unlicensed Broker-Dealer

Industry participants are well-advised to review their practices to ensure compliance with the Advisers Act, and the SEC’s and SEC’s Staff’s interpretations of when registration as a broker-dealer is required....more

Order Entered Against Private Equity Fund Adviser for Broker-Dealer Activity

Under the notoriously ill-considered Dodd-Frank Wall Street Reform and Consumer Protection Act, previously exempt advisers to private equity funds are subject to Securities and Exchange Commission reporting requirements and...more

SEC Sanctions Private Fund Adviser for Acting as an Unregistered Broker

Investment advisers to private funds should be aware that their activities with respect to acquiring and disposing of interests in portfolio companies on behalf of the funds they manage could raise the suspicions of the...more

A Compilation of Non-Enforcement and Enforcement Actions

Non-Enforcement - Mutual Fund Directors Must Be Vigilant in Addressing Risks - In remarks to the Mutual Fund Directors Forum, SEC Chair Mary Jo White outlined some of the risks and challenges that mutual fund...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

SEC Issues Notice of Intent to Increase Performance Fee Thresholds

On May 24, 2016, the Securities and Exchange Commission published in the Federal Register a notice of the Commission’s intent to issue an order (the “Proposed Order”) amending SEC Rule 205-3 (the “Performance Fee Rule”) under...more

SEC Proposes Higher Net Worth Threshold for Qualified Clients under the Advisers Act

On Wednesday, May 18, 2016, the U.S. Securities and Exchange Commission (SEC) proposed to increase the net worth threshold for qualified clients from $2 million to $2.1 million. This proposed adjustment is being made...more

SEC Enforcement Chief Gives Update on Private Equity

Andrew Ceresney, Director, SEC Division of Enforcement, gave his views on the SEC private equity enforcement initiative at a conference. Mr. Ceresney set forth the various categories of enforcement cases, which at this...more

SEC Files Offering Fraud Action Centered on Warrants From Private Firm

The SEC filed another offering fraud action, a current staple of the agency. This scheme centered on two former executives of a privately held software manufacturer and a marketer who sold investors interests in various...more

SEC’s Division of Investment Management Issues Letter Regarding Independent Verification Required by Rule 206(4)-2 Under the...

On April 25, 2016, the Staff of the Division of Investment Management of the Securities and Exchange Commission issued a no-action letter that provides that it would not recommend enforcement action to the Commission under...more

A Compilation of Non-Enforcement Actions

Non-Enforcement - Amendments to the Venture Capital Fund Adviser and Private Fund Adviser Exemptions - Last month the SEC’s Division of Investment Management issued a guidance update (Update) addressing recent...more

SEC Sanctions Audit Firm, Partner Tied to Custody Rule

Custody Rule cases are rapidly becoming a staple of SEC enforcement. Rule 206(4)-2 requires registered investment advisers with custody of client funds or securities to implement certain controls to protect those assets....more

The SEC’s Increasing Use of Data Analysis

The Commission has increasingly focused on data analysis as an aid to its enforcement program. Two recent cases brought against investment advisers for cherry picking illustrate different facets of the approach....more

A Unique SEC Offering Fraud Action

In recent years the SEC has brought a series of investment and offering fraud actions. Typically those actions center on schemes which promise to-good-to-be-true returns in which investors lose substantial sums. In what may...more

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