Investment Management Roundtable Discussion – Personal Estate Planning
We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more
In November of 2023, FINRA made an initial rule filing with the Securities and Exchange Commission (SEC) pursuant to Exchange Act Rule 19b-4, seeking to amend FINRA Rule 2210 – Communications with the Public (the...more
On November 13, 2023, FINRA filed with the SEC a proposal to amendment to Rule 2210 that would create a tailored exception from the general prohibition on projections in marketing materials and other communications with...more
Most of you know by now that I grew up in the Panama Canal Zone which no longer exists as of 1999. In that respect, the transition left me as a man without a country. My father (of blessed memory) when referring to kids...more
Gregory J. Nowak, a partner and practice leader for hedge funds in Pepper Hamilton’s Private Fund Services Practice Group, hosts a series of candid, interactive webinar discussions for West LegalEdcenter on what is going on...more
On August 5, 2019, the U.S. Court of Appeals for the Second Circuit created a split with other courts regarding whether there is a private right of action for rescission under Section 47(b) of the Investment Company Act of...more
It’s not uncommon for high-net-worth individuals to hold their assets in trusts, family limited partnerships or charitable foundations. If the assets held in this manner include interests in hedge funds or other...more
Every five years, the US Securities and Exchange Commission is required to adjust for inflation the agency’s dollar-based qualification tests for when an SEC-registered investment adviser can receive compensation based on...more
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
On June 14, 2016, the D.C. Circuit Court of Appeals in Lindeen v. SEC upheld Regulation A+, including the SEC’s definition of “qualified purchaser.” The decision comes after petitioners William F. Gavin and Monica J....more
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
1. Question: What is the Volcker Rule, and when does it take effect? Answer: The Volcker Rule was enacted into law as section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank...more
This week marks the three-month anniversary of the effective date of Regulation A. Of course, given this limited experience, it may be premature to comment on market developments. Instead, below we summarize significant...more
Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more
On June 5, 2015, Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, filed a motion with the SEC for a stay of the Regulation A+ rules, which are scheduled to become effective this...more
On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of...more
Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS)...more
Another letter to the SEC from the Hill challenges the Regulation A+ proposal. This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+...more
This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more
Corporations Code Section 25234 generally prohibits an investment adviser registered in California to be compensated on the basis of a share of capital gains. This prohibition is analogous to the prohibition found in Section...more