Investment Portfolios

News & Analysis as of

SEC brings first cybersecurity-related enforcement action

The Securities and Exchange Commission (“SEC”) recently settled its first cybersecurity-related enforcement action against a Missouri based registered investment adviser, R.T. Jones Capital Equities Management, Inc. (the ...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement Cybersecurity Is At the Top of SEC Examination Concerns In a recent SEC “risk alert” for registered broker-dealers and investment advisers, the SEC’s Office of Compliance Inspections and Examinations (OCIE)...more

IRS Provides Guidance on Mission-Related Investments by Private Foundations

New guidance permits private foundations to consider charitable purposes when making investments with a substantial purpose of capital appreciation or the production of income....more

SEC Removes Credit-Rating References and Amends Issuer Diversification Requirements in Money Fund Rules

In a September 16, 2015 Release (the “Release”), the SEC completed its obligations under Section 939A of the Dodd-Frank Act by removing references to credit ratings from Rule 2a-7. Most notably, the Release removes credit...more

SEC Provides Guidance on Venture Capital Fund Advisers Exemption

Investment advisers to venture capital funds are exempt from registration under the Investment Advisors Act if certain requirements are met. Amongst those requirements is that certain investments be made in qualifying...more

SEC Proposes Rules to Require Funds to Adopt Liquidity Risk Management Programs; Allow “Swing Pricing”

At an open meeting on September 22, 2015, the SEC proposed new rules and amendments to existing rules to require open-end investment companies to adopt comprehensive liquidity risk management programs. The rules would also...more

CFTC Announces Proposal to Amend the Definition of “Material Terms”

On September 10, the U.S. Commodity Futures Trading Commission Division announced that it will publish in the Federal Register a proposed amendment to the definition of “material terms” for purposes of swap portfolio...more

Matchmaker, Matchmaker Make me a… 506(b) Private Placement Investment

The SEC has given the go-ahead to a venture capital firm’s plan to conduct 506(b) private placements online. On August 5, 2015, the Commission issued a no-action letter to Citizen VC, Inc., saying the firm’s proposed online...more

UK Financial Conduct Authority Regulation Round-Up

The FCA, in its September Regulation Round-up, outlined recent changes to its supervisory model. The new strategy aims to take a more holistic approach to the classification of firms, focusing increasingly on how markets work...more

Pay to Play: Appellate Division Upholds Ruling that Payment is Required to Qualify for Champerty Safe Harbor Provision

In Justinian Capital SPC v. WestLB AG, etc. et al., 2015 N.Y. Slip Op. 04381 (1st Dep’t May 21, 2015), the Appellate Division affirmed the February 25, 2014 decision of the New York County Supreme Court, Commercial Division...more

Alert: HSR "Investment-Only" Exemption: Lessons from Third Point's Yahoo! Investment

While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more

German Investment Taxation – Reform Ahead

The German Ministry of Finance (Bundesfinanzministerium) circulated a discussion draft bill on the reform of fund taxation (‘Draft Bill’) on 22 July 2015. The Draft Bill contains significant changes to the German tax...more

The SEC Proposes Expanding Reporting Requirements for Investment Companies

On May 20, 2015, the Securities and Exchange Commission (the “SEC”) approved new proposed rules, forms and amendments that would expand the information that registered investment companies1 are required to report. The SEC’s...more

EBA Publishes RWA Assessment as the Next Step in Improving Consistency of Internal Model Outcomes

The European Banking Authority (EBA) has published two reports on the consistency of Risk-Weighted Assets (RWAs) across large EU institutions for large corporate, sovereign and institutions’ Internal Ratings-Based (IRB)...more

Financial Services Quarterly Report - Second Quarter 2015: Is the Long Wait Worth it? European Long-Term Investment Funds (ELTIFs)...

The long-awaited European regulation on European long-term investment funds (ELTIF Regulation) was finally published in the Official Journal of the EU on May 19, 2015. The ELTIF Regulation will offer fund managers a new label...more

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this...more

Portfolio Companies’ Antitrust Risks Reflect on PE Houses

Antitrust authorities around the world are increasingly collaborating with each other in an effort to unearth anticompetitive behavior such as cartels, and are devoting greater resources to doing so. As a result, PE houses...more

"Senate Finance Committee Takes Unanimous Step Toward FIRPTA Reform"

On February 11, 2015, the Senate Finance Committee unanimously approved a significant reform to the Foreign Investment in Real Property Tax Act (FIRPTA). The proposal demonstrates the continued bipartisan legislative...more

New Valuation Guidance: A Reminder of Directors’ Responsibilities

In the December 2014 issue of Fund Directions, Investment Management partner Jay Baris discusses in the “Learning Curve” column challenges faced by mutual fund directors as they struggle to comply with new valuation guidance...more

Delaware Court Confirms Applicability of Business Judgment Rule to Investment Decisions of Insolvent Corporations

In its October 1, 2014 decision in Quadrant Structured Prods. Co. v. Vertin, et al., C.A. No. 6990, the Delaware Court of Chancery applied the protections afforded under the business judgment rule to investment strategies...more

Time Limitations On Receiving Late Proof Of Foreign Status For Portfolio Interest Exemption Payments

Code Section 871(h) provides non-U.S. persons with a valuable exemption from U.S. income taxes on interest paid on registered U.S. obligations, commonly referred to as the portfolio interest exemption. Before a payor is...more

Application of the European Market Infrastructure Regulation to Alternative Investment Fund Managers

European investment managers of non-UCITs funds will have to be authorised as an alternative investment fund manager (known as an “AIFM” under AIFMD) under the Alternative Investment Fund Managers Directive (“AIFMD”) from 22...more

SEC Issues Guidance on Application of Custody Rules to Special Purpose Vehicles and Escrows

The Division of Investment Management of the Securities and Exchange Commission (the SEC) recently released an IM Guidance Update with respect to the custody rule, Rule 206(4)-2 (the Custody Rule) under the Investment...more

Best Practices for Independent Directors of Business Development Companies

As business development companies (BDCs) grow in popularity, the role of their independent directors grows in importance. Here we look at the increasingly important role that BDC independent directors play and how their...more

NYSE Files Proposed Rules for Listing of “Managed Portfolio Shares”

On January 23, 2014, NYSE Arca Equities filed a proposal with the SEC to permit the listing of “Managed Portfolio Shares,” which are shares of actively managed exchange-traded funds (“ETFs”) for which portfolio holdings are...more

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