News & Analysis as of

SEC Sanctions Non-U.S. Firm for Failing to Register as Broker-Dealer/Adviser

The SEC charged a non-U.S. multi-national financial institution with a large U.S. presence with violating federal securities laws by providing brokerage and investment advisory services to U.S. clients without registering...more

New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014....more

Credit Suisse Admits Securities Law Violations

Another example of the Commission’s new and evolving ad hoc admissions policy emerged from the settlement of an administrative proceeding with Credit Suisse Group AG. In the Matter of Credit Suisse Group AG, File No. 3-15763...more

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

The Financial Report - Volume 2, No. 22 • December 12, 2013 (Global)

OSC to hold derivatives reporting seminar. The Ontario Securities Commission announced that it will hold a seminar on January 15, 2014, on the reporting requirements under the new Derivatives Trade Repositories and...more

SEC Staff Elaborates on Venture Capital Adviser Exemption

The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more

Private Fund Adviser Receives Exemptive Relief from Two-Year Compensation Ban under Pay-to-Play Rule Triggered by Contribution to...

An SEC-registered adviser (the “Adviser”) was granted exemptive relief pursuant to Rule 206(4)-5 (the “Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) from the Rule’s two-year prohibition on receiving...more

House Passes Bill to Restore Registration Exemption for Private Equity Fund Advisers

The United States House of Representatives passed a bill on December 4, 2013, that would restore an exemption from registration to advisers of certain private equity funds that limit leverage, an attempt to undo another...more

Division of Investment Management Closes Loophole for Fund Advisers Providing Interim Services “At Cost”

The SEC’s Division of Investment Management has closed a potential loophole in the federal securities laws through which some fund advisers may have attempted to squeeze to avoid registration....more

Proxy Advisory Firms – What About State Registration?

Yesterday’s post discussed why proxy advisory firms are likely to meet the definition of “investment adviser” under the Investment Advisers Act of 1940. I noted that some proxy advisory firms, such as ISS and Marco...more

Proxy Advisory Firms And Investment Adviser Registration

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as...more

CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape

Background - The Commodity Futures Trading Commission (CFTC) caused quite a stir in 2012 when it changed its rules to require investment advisers to mutual funds that invest to any significant degree in derivatives, to...more

Non-U.S. broker-dealers and investment advisers may have U.S. registration requirements when existing clients relocate to the...

The SEC recently reminded non-U.S. broker-dealers and advisers with clients that relocate to the United States that they may be required to register under the U.S. securities laws. On July 31, 2013, the SEC sanctioned a...more

AIFMD: Impact on US Investment Advisers

In This Issue: - Introduction - Overview: Four key ways that US investment advisers are affected by AIFMD - Marketing funds in the EEA - Managing EEA domiciled funds - Sub-adviser to an EEA manager...more

"SEC Staff Warns That Advisers May Be Required to Register as Broker-Dealers"

On April 5, 2013, David W. Blass, Chief Counsel of the Securities and Exchange Commission’s Division of Trading and Markets, addressed the American Bar Association’s Trading and Markets Subcommittee.1 Mr. Blass’ remarks...more

Recent SEC Actions Focus on Broker-Dealer Activity of Private Funds, Highlight Perils, and Generate Controversy

A recent public statement by a member of the senior staff (“Staff”) of the Securities and Exchange Commission (“SEC”) and recent SEC enforcement actions have reminded private equity and other private fund managers (such as...more

Changes To Proposed Investment Adviser Legislation

We previously reported that there was proposed legislation making its way through the Minnesota legislature that contained a number of amendments to the securities laws relating to investment advisers and applying a new layer...more

Proposed Minnesota Investment Adviser Legislation

There is a bill working its way through the Minnesota state legislature that amends chapter 80A of the Minnesota Statutes to, among other things, implement investment adviser registration for investment advisers whose only...more

NFA Provides Bylaw 1101 Guidance to Commodity Pool Operators of Investment Companies

Under amended Commodity Futures Trading Commission Regulation 4.5, registered investment advisers (RIAs) to registered investment companies engaging in more than minimal commodity trading activities will be required to...more

OSC Staff Provides Guidance for Angel Groups & Internet Funding Platforms

The Ontario Securities Commission (OSC) recently published OSC Staff Notice 33-738. The Staff Notice contains commentary regarding Internet platforms and other "matchmaking" services that are run by persons who are not...more

SEC’s Asset Management Unit Focuses on Compliance Failures, Vol. 2

As we discussed last month, the SEC’s Asset Management Unit has developed a likeness for not just big, headline-grabbing cases, but relatively small compliance-based cases that are designed to prevent minor problems from...more

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