News & Analysis as of September 23, 2024

Securities Exchange Act › Private Equity

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

SEC and CFTC Show No Signs of Slowing Down Enforcement Actions for Financial Firms’ Use of Off-Channel Communications

BakerHostetler on 8/11/2023

The settlements announced by the SEC and CFTC on Monday are a continuation of the regulators’ focus on off-channel communications by employees of registered entities....more

Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

Morrison & Foerster LLP on 7/6/2023

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers...more

The Long and Short of It

Troutman Pepper on 4/5/2021

In January 2021, commentary by members of the social news aggregator Reddit may have contributed to unprecedented trading activity that led some online brokerages to freeze trading of certain securities for a prolonged window...more

Fund Adviser Exemptions Primer– Redux

Fox Rothschild LLP on 3/9/2021

I never find it boring to review the investment adviser exemptions for private fund managers. Apparently, I am not the only one since this is a question we frequently field. Initially, private fund manager investment...more

A User's Guide to LTIP Units: A Special Form of Equity Compensation for UPREITs

Proskauer Rose LLP on 10/22/2020

In the universe of equity compensation, an "LTIP" is a commonly used term that invokes a "long term incentive program," which is any form of award of cash or shares paid or issued in order to attract, retain and incentivize...more

SEC Settles Enforcement Action against Private Equity Firm for Beneficial Ownership Reporting Violations

Faegre Drinker Biddle & Reath LLP on 10/9/2020

On September 17, 2020, the SEC announced the imposition of a cease-and-desist order against private equity firm Welsh, Carson, Anderson & Stowe (Welsh Carson), an SEC-registered investment manager, in connection with alleged...more

SEC Proposes Limited Exemption for Persons Acting as “Finders” in Private Capital Transactions to Accredited Investors

BCLP on 10/8/2020

The SEC announced on October 7, 2002 that it had approved, by vote of 3-2, a proposed limited conditional exemption for individuals acting as “finders” in private market transactions with accredited investors. ...more

Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

Locke Lord LLP on 8/29/2019

It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation...more

Private Equity And Hedge Funds: Regulatory Analysis And Structural Overview

Fox Rothschild LLP on 8/20/2019

Within the private equity fund arena, there are various well-recognized categories of private equity funds. Those funds include, among others: venture capital funds; leveraged buyout or merchant banking funds; hedge funds;...more

SEC Fines Private Equity Adviser for Failing to Register as a Broker-Dealer

Latham & Watkins LLP on 6/29/2016

The action may have significant implications for PE advisers performing brokerage services; highlights SEC’s focus on advisers receiving transaction-based compensation. On June 1, 2016, the Securities and Exchange...more

SEC Guidance on Regulation A+

Morrison & Foerster LLP - JOBS Act on 6/26/2015

Section 182. Rules 251 to 263: Question 182.01 - Question: Where an issuer elects to non-publicly submit a draft offering statement for staff review pursuant to Rule 252(d) of Regulation A before publicly filing...more

SEC Radically Revamps Regulation A - Part 1

Foley Hoag LLP on 5/20/2015

Eligibility and Offering Size - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted securities”...more

Private Equity Fees and Expenses

Troutman Pepper on 10/10/2014

In This Presentation: - Agenda - Typical Fund Structure - Typical Fund Waterfall - Fund Economics- Nuances - LPA Provisions - Fund Due Diligence - Legal Landscape - PEI...more

Private Equity Newsletter - Winter 2014: Is the Swim Worth It? Weighing a U.S. Listing as Exit Strategy

Dechert LLP on 3/10/2014

Over the past two years, Dechert has witnessed a noticeable increase in interest from non-U.S. companies in pursuing a listing of equity securities on a U.S. securities exchange. This has been due in part to the continued...more

SEC Charges Private Equity Firm, Former Executive, and Consultant for Improperly Soliciting Investments

Orrick - Finance 20/20 on 3/28/2013

On March 11, the SEC announced charges against a private equity firm, a former senior executive of the firm and an individual based solely on the allegation that the individual acted as an unregistered broker-dealer in...more

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Securities Exchange Act › Private Equity

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