News & Analysis as of

House Financial Services Committee Reports on JOBS Act Related Bills

A flurry of activity was seen last week on the House floor as the Financial Services Committee reported on various bills, many of which JOBS Act related. These bills propose to change registration and reporting requirements...more

SEC Proposes Expanding Reporting Requirements for Investment Advisers

On May 20, 2015, the Securities and Exchange Commission (the “SEC”) proposed new rules, forms and amendments that would expand the information that registered investment advisers are required to report. The changes are...more

SEC Proposes to Amend Form ADV and Investment Adviser Recordkeeping Rules

The U.S. Securities and Exchange Commission (SEC or Commission) recently proposed amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule) and other rules under the Investment Advisers Act of 1940, as amended (Advisers...more

SEC Enforcement Action Signifies the Need for Investment Advisers to Adopt Written Expense Allocation Policies

On June 29, the Securities and Exchange Commission charged Kohlberg Kravis Roberts & Co. (KKR) with violations of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940, as amended, and Rule 206(4)-7 thereunder for...more

SEC Division of Investment Management Issues Guidance Update Relating to Rule 204A-1 of the Investment Advisers Act

In June, the Securities and Exchange Commission’s Division of Investment Management issued a Guidance Update relating to Rule 204A-1 under the Investment Advisers Act of 1940. Rule 204A-1 provides that a registered investment...more

Effective Date of Investment Adviser Pay-to-Play Rule Ban on Third-Party Solicitation

The Securities and Exchange Commission’s Rule 206(4)-5 (Pay-to-Play Rule) under the Investment Advisers Act of 1940, as amended, prohibits, among other restrictions, an investment adviser subject to the rule, and its covered...more

SEC Focus On Expense Allocation: In the Matter of KKR

On June 29, 2015, the SEC charged Kohlberg Kravis Roberts & Co. L.P. (“KKR”), an SEC-registered investment adviser, with misallocating more than $17 million in broken deal and diligence expenses to its flagship private equity...more

SEC Announces Compliance Date for Pay-to-Play Rule

Despite the July 31, 2015 compliance date, the SEC will not enforce the third-party solicitation ban until corresponding FINRA/MSRB Rules take effect. On June 25, 2015, the Securities and Exchange Commission (SEC)...more

SEC Sanctions Hedge Fund Advisory Firm For Improper Valuations of Illiquid Securities

Returning to an enforcement priority repeatedly articulated over the years, the SEC recently imposed sanctions on a registered investment advisory firm and two principals arising out of an alleged scheme to inflate the...more

Personal Securities Transactions Reports By Registered Investment Advisers: Securities Held In Accounts Over Which Reporting...

In a recent Guidance Update, the Staff of the Division of Investment Management of the Securities and Exchange Commission addressed certain issues arising under Section 204A of the Investment Advisers Act of 1940 which...more

SEC Issues Guidance on Personal Securities Transactions Reporting

On June 26, 2015, the Securities and Exchange Commission (SEC) issued a guidance update on Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act). Rule 204A-1 requires, among other things, certain advisory...more

SEC’s Proposed Reporting Requirements

The U.S. Securities and Exchange Commission recently proposed rules under the Investment Company Act of 1940 and related regulations that would require certain funds, including Exchange-Traded Funds, to provide additional...more

SEC’s Data-Driven Analysis Identifies Allegedly Improper Trade Allocations by Investment Advisor

Relying on a data-driven statistical analysis conducted by the Division of Economic and Risk Analysis (DERA), the SEC recently commenced administrative proceedings against an investment advisor, Welhouse & Associates, Inc.,...more

SEC Staff Provides Guidance to Clarify Application of Rule Requiring Reporting of Personal Securities Transactions by Investment...

In a June 2015 Guidance Update, the staff of the Division of Investment Management clarified how the code of ethics reporting rules apply to investment advisers. Current rules require certain advisory personnel who...more

SEC Division of Investment Management Issues Guidance on Personal Trade Reporting of Accounts Over Which Reporting Persons Have No...

Under Rule 204A-1 of the Investment Advisers Act of 1940, a registered investment adviser’s written code of ethics must include requirements for reporting of personal securities holdings and trading activity by the adviser’s...more

SEC Charges KKR With Misallocating Broken Deal Expenses

Everyone knew the SEC would pursue a marquee-name private equity sponsor for misallocating expenses. It finally happened, with KKR settling charges for misallocating “broken deal” expenses. Charges against others are likely...more

SEC Proposes Amendments to Form ADV and Investment Advisers Act Rules

On May 20, 2015, the Securities and Exchange Commission (“SEC”) issued a release proposing amendments to Form ADV and to certain rules under the Investment Advisers Act of 1940 (the “Advisers Act”). The proposed amendments...more

SEC Proposes Significant Reporting Requirement Amendments to Form ADV

On May 20, 2015, the Securities and Exchange Commission (SEC) released several proposals, "Amendments to Form ADV and Investment Advisers Act Rules," that would require investment advisers to provide additional information on...more

SEC Commissioner Gallagher: Guidance is Needed For IA CCOs

SEC Commissioner Daniel Gallagher published a statement explaining his dissent in two recent enforcement actions in which the Chief Compliance Officer of an investment adviser was charged, noting that the trend in such...more

This Week In Securities Litigation

The question of forum selection by the SEC was a key issue this week. While to date suits challenging the SEC’s right to bring an action as an administrative proceeding rather than in federal court have had little success –...more

SEC proposes substantial new reporting requirements for investment advisers on Form ADV: key points

The Securities and Exchange Commission has issued proposed rules (the Proposal) under the Investment Advisers Act of 1940, as amended, that would, among other things, expand the information collected on Form ADV, provide for...more

SEC Proposes Changes to Various Reporting Requirements for Investment Advisers

On May 20, 2015, the Securities and Exchange Commission (SEC) unanimously approved a proposal of additional amendments to the Investment Advisers Act of 1940 (Advisers Act)1: specifically, three changes to Form ADV 1A, and...more

SEC Issues Proposed Investment Adviser Reporting and Disclosure Rules

In the wake of the financial crisis, the US Securities and Exchange Commission adopted detailed data reporting rules for private funds on both Form ADV (2010) and Form PF (2011). In its continuing push to gather more asset...more

SEC Sanctions Adviser, and its CEO, GC and Auditor Based on Conflicts

Conflicts of interest are a central focus for the SEC. Indeed, conflicts are at the core of many of the actions brought against regulated entities. And, an undisclosed conflict was at the center of actions brought against a...more

SEC Files Offering Fraud and Ponzi Scheme Cases

A staple of SEC enforcement in recent years has been offering fraud and Ponzi scheme cases. This week the Commission filed two more of these actions, one an offering fraud targeting military personnel and a second and...more

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