Investment Portfolios

News & Analysis as of

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

Amendment to the 10% Rule for Ontario-Registered Plans Now in Force

We had reported a few weeks ago that the Ontario Government had posted for public consultation a proposed exemption to the 10% rule. The 10% rule limits the percentage of plan assets that can be invested in, or loaned to, any...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

SEC Amends Rule 5b-3 and Fund Registration Forms to Eliminate References to NRSRO Ratings

The U.S. Securities and Exchange Commission (SEC) recently adopted final amendments to certain rules and forms under the Investment Company Act of 1940 (1940 Act) and the Securities Act of 1933 (1933 Act) to implement a...more

The Portfolio Interest Exemption: A Pretty Good Thing

You know what’s better than earning portfolio interest? Nothing. OK, that may be an overstatement. But for non-U.S. lenders looking to earn a return on their U.S.-based investments, with respect to paying U.S. taxes, that’s...more

Commercial Restructuring & Bankruptcy Alert - November 2013

In this issue: - Consequences of the Failure of a Secured Creditor to File a Timely Proof of Claim - Private Equity Funds Potentially Liable for Portfolio Company’s Unfunded Pension Liability -...more

CFTC Adopts Rules Regarding the Protection of Collateral and Treatment of Securities in a Portfolio Margining Account in a...

On October 30, the Commodity Futures Trading Commission adopted final rules regarding (i) the protection of collateral and (ii) the treatment of securities in a portfolio margining account in a commodity broker bankruptcy....more

New investment regulations for Thai insurers become effective

On 25th October 2013, new regulations became effective which govern how life and non-life insurers in Thailand may conduct investment and engage in other business. While the regulations are lengthy and detailed, we have...more

Colombia issues tax havens list: 4 things to note for those doing business in Colombia

Colombia has issued its list of tax havens – an act that will negatively impact the tax effects of doing business in Colombia from or through any of these tax haven jurisdictions. The Tax Havens list was issued under...more

Recent Decision of the U.S. Court of Appeals for the First Circuit May Have Significant Implications for Private Equity Funds

In late July of this year, the U.S. Court of Appeals for the First Circuit reversed a Massachusetts District Court, and in a decision of first impression, held that one of Sun Capital Partner’s private equity funds was liable...more

A WARNing to Private Equity Regarding Potential Liability for Employment Decisions by Portfolio Companies

A federal district court in Indiana recently ruled that a plaintiff's class action lawsuit could proceed against both a New York private equity firm and one of its portfolio companies for an alleged violation of the Worker...more

The SEC Issues Formal Guidance Involving Financial Information Requirements for Certain Portfolio Companies of BDCs

The U.S. Securities and Exchange Commission (SEC) Division of Investment Management recently published formal guidance applying rules that require the inclusion of certain financial information on unconsolidated subsidiaries...more

Private Equity Fund May Be Liable for Portfolio Company Withdrawal Liability

In Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund, the First Circuit Court of Appeals held that an investment fund managed by private equity firm Sun Capital Advisors, Inc. (“Sun...more

Court Finds Private Equity Portfolio Company May Have Liability for Withdrawal by Another Portfolio Company

The US Court of Appeals for the First Circuit recently delivered a potentially far-reaching decision for the private equity industry. In a case which involved a typical private equity structure, Sun Capital Partners III, LP,...more

Private Equity Funds May Be on the Hook for the Pension Liabilities of Portfolio Companies

A recent decision of the Court of Appeals for the First Circuit makes it more likely that private equity funds could be liable for the pension obligations of the portfolio companies in which they invest. Key to the decision...more

PE Funds May Be Liable For Portfolio Company Pension Liabilities

Introduction - A recent decision by the U.S. Court of Appeals for the First Circuit increases the risk that a private equity fund could be liable for its portfolio company’s unfunded pension liabilities. Additionally,...more

A Warning Shot for Private Equity Funds: First Circuit Court of Appeals Holds Fund Engaged in a "Trade or Business" for Purposes...

Under Title IV of the Employee Retirement Income Security Act (ERISA), withdrawal liability upon cessation of participation in a multiemployer pension plan and termination liability upon the involuntary or distressed...more

First Circuit: Private Equity Fund May Be “Trade or Business” and Subject to Portfolio Company Pension Liabilities

The First Circuit Court of Appeals has recently held in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, No. 12-2312 (July 24, 2013), a case of first impression at the Circuit Court...more

PE Fund Deemed a 'Trade or Business'—May Be Liable for Portfolio Companies' Pensions

The First Circuit Court of Appeals recently became the first federal appellate court to hold that a private equity (“PE”) fund can be a “trade or business,” and thus potentially included in a “controlled group” with its...more

Private equity fund deemed a “trade or business” under ERISA, exposing it to federal liabilities

On July 24, 2013, the U.S. Court of Appeals for the First Circuit held that a private equity fund constituted a “trade or business” under the Employee Retirement Income Security Act (ERISA) and therefore, as a member of its...more

Is the First Circuit Egregiously Aggregating? Sun Capital Partners Case Holds That a Private Equity Fund Could Have ERISA...

The recent decision by the U.S. Court of Appeals for the First Circuit in the Sun Capital Partners case may be of concern to private equity funds and other investment funds that acquire or invest in portfolio companies with...more

First Circuit Finds that a Private Equity Fund Can Be Liable for the Pension Obligations of its Portfolio Company

In Sun Capital Partners III, L.P. et al. v. New England Teamsters & Trucking Industry Pension Fund, No. 12-2312, 2013 WL 3814985 (1st Cir. July 24, 2013), the First Circuit held that a private equity fund could be liable for...more

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