Securities Exchange Act, Investment Management

Navigating the New Compliance Landscape: Understanding Rule 14Ad-1 and Form N-PX Filing

Stark & Stark on 6/24/2024

New Rule 14Ad-1 takes effect on July 1, 2024, with filing of Form N-PX due on August 31, 2024, for votes during the July 1, 2023 to June 30, 2024 reporting period. ...more

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

Goodwin on 5/21/2024

On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

Market Pushes Back on SEC Short Sale Reporting Rule

Carlton Fields on 1/16/2024

On October 13, the SEC adopted a new Securities Exchange Act rule that will require ‘‘institutional investment managers,’’ such as insurance companies, banks, brokers and dealers, investment advisers, and pension funds, that...more

SEC adopts rules requiring the reporting of securities loans and the disclosure of short sales

Eversheds Sutherland (US) LLP on 11/16/2023

On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to...more

SEC Adopts Short Interest Reporting Requirement

Morgan Lewis on 11/13/2023

The Securities and Exchange Commission (SEC) adopted a new rule and form requiring certain persons to report short sale-related data to the SEC, which will in turn publish aggregate data. The SEC also adopted related...more

SEC Adopts Short Sale Disclosure Rules

Skadden, Arps, Slate, Meagher & Flom LLP on 10/27/2023

The Securities and Exchange Commission (SEC) has voted to adopt new Rule 13f-2 and related Form SHO requiring certain institutional investment managers (managers) to report short sale-related information to the SEC....more

SEC Adopts New Short Sale Disclosure Rule

Proskauer Rose LLP on 10/25/2023

On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more

New Form N-PX Reporting - A Practical Guide for Form 13F Filing Managers

Tannenbaum Helpern Syracuse & Hirschtritt LLP on 8/10/2023

Institutional investment managers that file Form 13F (each, an “Institutional Manager”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be required to file their first Form N-PX as soon as...more

Institutional Investment Managers Filing Form 13F Must Now Track and Report Executive Compensation Proxy Votes and Securities...

Katten Muchin Rosenman LLP on 7/12/2023

On July 1, 2023, the first reporting period for disclosure on Form N-PX of proxy votes regarding certain executive compensation matters began for institutional investment managers that file Form 13F under the Securities...more

A New Federal Exemption from Broker Registration for Qualifying M&A Brokers Became Effective on March 29, 2023 (Prior SEC...

Mayer Brown Free Writings + Perspectives on 4/14/2023

Although the New Federal Exemption Is Generally Aligned with the SEC’s 2014 No-Action Relief, There Are Some Notable Differences. Moreover, State Law Registration Requirements for M&A Brokers Are Not Preempted. ...more

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act

Paul Hastings LLP on 2/13/2023

This legal update summarizes (a) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment...more

Distortion to Static: Key First Circuit Opinion Clarifies Limits for Short Sellers

Holland & Knight LLP on 1/17/2023

The U.S. Court of Appeals for the First Circuit on Jan. 3, 2023, ruled against Defendant Gregory "Emmanuel" Lemelson's request for a new trial in SEC v. Lemelson. The opinion and the underlying matter are critical reads for...more

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

Mayer Brown Free Writings + Perspectives on 12/6/2022

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income...more

SEC Adopts Final Rules to Enhance the Reporting of Proxy Votes by Registered Management Investment Companies and Require the...

Dechert LLP on 11/7/2022

On November 2, 2022, the Securities and Exchange Commission, by a three-to-two vote, adopted amendments to Form N-PX under the Investment Company Act of 1940, to improve the utility to investors of proxy voting information...more

SEC Proposes Monthly Short Sale Reporting and Aggregated Public Disclosure

WilmerHale on 3/9/2022

On February 25, 2022, the Securities and Exchange Commission (SEC) proposed Rule 13f-2 under the Securities Exchange Act of 1934 (the Exchange Act) and the corresponding Form SHO, which, if adopted, would require...more

Businesses Must Contemplate Employees' Use of Messaging Apps on Personal Devices

BakerHostetler on 2/11/2022

An investment management company was recently hit with $200 million in fines for failing to track employees’ use of personal messaging apps, which resulted in the loss of communications that were subject to regulatory...more

SEC Proposes Enhanced Proxy Voting Disclosures for Investment Funds and Institutional Investment Managers

Kilpatrick on 12/14/2021

With the stated goal of making it easier for investors to identify votes of interest and compare and analyze voting records, on September 29, 2021, the SEC released a proposed rule and amendments to Form N-PX (collectively,...more

SEC Proposes Rules for Enhanced Reporting of Proxy Voting by Registered Investment Companies and Reporting on Executive...

Faegre Drinker Biddle & Reath LLP on 10/20/2021

On September 29, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Form N-PX to provide greater transparency to the information registered management investment companies (Funds) report about...more

FINRA Proposes Amendments to Customer Account Statement Requirements

Morgan Lewis on 10/8/2021

The US Securities and Exchange Commission (SEC) published for comment on September 30 a proposed rule change by the Financial Industry Regulatory Authority (FINRA) that would amend FINRA Rule 2231—the customer account...more

Second Circuit Provides Guidance on Delegation of Beneficial Ownership in Short-Swing Trading Case Brought Under Section 16 of the...

Akin Gump Strauss Hauer & Feld LLP on 12/4/2020

In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more

Securities Exchange Act › Investment Management