On November 17, the SEC Division of Examinations (the “Division”) released its 2026 Fiscal Year Examination Priorities (the “2026 Priorities”)—the first announcement of exam priorities under Chairman Paul S. Atkins. In...more
On September 30, 2025, the staff of the U.S. Securities and Exchange Commission’s (the Commission or SEC) Division of Investment Management (the Staff) issued a no-action letter (NAL) stating that it would not recommend...more
The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) published a notice of proposed rulemaking (NPRM) to extend the effective date of the final rule establishing Anti-Money Laundering/Countering...more
On September 17, 2025, the Securities and Exchange Commission for a third time extended the compliance date for the Form PF amendments originally adopted on February 8, 2024 until October 1, 2026. In the interim, the SEC...more
On September 4, 2025, the U.S. Securities and Exchange Commission (SEC) brought its first enforcement action under the Marketing Rule since Chair Paul Atkins was sworn in earlier this year—charging Meridian Financial, LLC...more
On August 15, 2025, the staff of the SEC’s Division of Investment Management (the “Staff”) published a new Accounting and Disclosure Information (“ADI”) regarding registered closed-end funds of private funds (“CE-FOPFs”)....more
Following an earlier announcement on July 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), on August 5, 2025, issued an Exemptive Relief Order (“Order”) to delay for two years,...more
In September 2024, FinCEN issued the Investment Adviser Rule, which aims to “address ongoing illicit finance risks, threats, and vulnerabilities posed by criminals and foreign adversaries that exploit the U.S. financial...more
SEC v. Nagler is the second enforcement action charging an investment adviser with undisclosed conflicts of interest since Chair Paul Atkins began his tenure on April 21, 2025. The Securities and Exchange Commission (SEC)...more
On January 13, 2025, the U.S. Securities and Exchange Commission announced settled enforcement actions with five registered investment advisers for failing to maintain and preserve internal electronic communications. These...more
1/20/2025
/ Administrative Procedure Act ,
Cease and Desist Orders ,
Compliance ,
Electronic Communications ,
Enforcement Actions ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Penalties ,
Recordkeeping Requirements ,
Remedial Actions ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Settlement ,
WhatsApp
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a preliminary injunction regarding enforcement of the Corporate Transparency Act (CTA) and related beneficial ownership reporting rule. The...more
12/6/2024
/ Corporate Transparency Act ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Crimes ,
FinCEN ,
First Amendment ,
Fourth Amendment ,
Preliminary Injunctions ,
Reporting Requirements ,
Texas ,
Unconstitutional Condition
On September 12, 2024, the Commodity Futures Trading Commission (CFTC) finalized the first major changes to CFTC Regulation 4.7 (Rule 4.7) in over 30 years. Among other technical revisions, the amendments to Rule 4.7,...more
Last week, the Securities and Exchange Commission imposed expanded privacy and cybersecurity obligations on fund managers and sponsors registered with the SEC as investment advisers. While many registered investment advisers...more
5/21/2024
/ Breach Notification Rule ,
Customer Information ,
Cybersecurity ,
Fund Managers ,
Incident Response Plans ,
Investment Adviser ,
Notice Requirements ,
Policies and Procedures ,
Privacy Laws ,
Private Funds ,
Recordkeeping Requirements ,
Regulation S-P ,
Securities and Exchange Commission (SEC) ,
Sponsors
In February 2024, the U.S. Department of the Treasury issued its 2024 Investment Adviser Risk Assessment, which explains that there are “several illicit finance threats involving investment advisers,” including that...more
5/17/2024
/ AML/CFT ,
Customer Identification Program (CIP) ,
Exempt Reporting Advisers (ERAs) ,
FinCEN ,
Investment Adviser ,
Notice of Proposed Rulemaking (NOPR) ,
Office of Foreign Assets Control (OFAC) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Suspicious Activity Reports (SARs) ,
U.S. Treasury ,
Venture Capital
On April 12, 2024, the U.S. Securities and Exchange Commission imposed fines and other sanctions on five registered investment advisers (RIAs) for violations of the Investment Adviser Marketing Rule (Rule 206(4)-1), which has...more
A U.S. District Court judge in Alabama recently ruled that the Corporate Transparency Act (“CTA”) is unconstitutional. The CTA, which was enacted on January 1, 2021, directs the U.S. Department of the Treasury’s Financial...more
Key Points - On February 13, 2024, FinCEN issued an NPRM that seeks to include certain investment advisers in the definition of “financial institution” under the BSA. As described in the NPRM as well as in FinCEN’s fact...more
2/16/2024
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Chief Compliance Officers ,
Due Diligence ,
Exempt Reporting Advisers (ERAs) ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Investors ,
Notice of Proposed Rulemaking (NOPR) ,
Policies and Procedures ,
Proposed Rules ,
Recordkeeping Requirements ,
Risk Assessment ,
Suspicious Activity Reports (SARs)
Earlier today, the Securities and Exchange Commission in a 3‑2 vote adopted new Rules 3a5‑4 and 3a44‑2 (together, the Dealer Rules) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that will define...more
In the weeks since publishing our original alert, FinCEN released several frequently asked questions (FAQs) on the application of the Corporate Transparency Act (CTA). Private fund managers are likely to find two of these...more
2/1/2024
/ Beneficial Owner ,
Commodity Pool ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Foreign Corporations ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Limited Liability Company (LLC) ,
New York ,
Popular ,
Private Funds ,
Reporting Requirements ,
Subsidiaries ,
Transparency
In the two weeks since the Corporate Transparency Act (CTA) went into effect (see our alert here), the Financial Crimes Enforcement Network (FinCEN) has published several Frequently Asked Questions (FAQs) clarifying the new...more
1/17/2024
/ Beneficial Owner ,
Beneficiaries ,
Corporate Entities ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Grantors ,
Intermediaries ,
Joint Ownership ,
New Guidance ,
Reporting Requirements ,
Smaller Reporting Companies ,
Subsidiaries ,
Tax Exempt Entities ,
Trustees
Starting on January 1, 2024, entities that are organized in the United States or are registered to do business in the United States will generally be required to disclose to the Financial Crimes Enforcement Network (an...more
12/11/2023
/ Beneficial Owner ,
CFTC ,
Commodity Trading Advisors (CTAs) ,
Corporate Transparency Act ,
FinCEN ,
Foreign Entities ,
Fund Managers ,
Investment Management ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Venture Capital
Key Points -
The Corporate Transparency Act (the “CTA”), implemented primarily through a rule published by FinCEN on September 30, 2022, the Beneficial Ownership Information Reporting Rule (“BOIR Rule”), becomes effective...more
On October 24, 2023, the Director of the Securities and Exchange Commission’s Enforcement Division, Gurbir S. Grewal, gave a keynote address to the New York City Bar Association’s 2023 Compliance Institute.
This address,...more
Key Points -
Last week, the SEC announced settlements with 10 broker-dealers and affiliated investment advisers in connection with their failures to maintain and preserve electronic “off-channel” communications....more
Investment Advisers: Assessing Risks, Scoping Examinations, and Requesting Documents*
I. Introduction -
The SEC-registered investment adviser (“adviser”) population is large and diverse, ranging from global asset managers...more
9/12/2023
/ Audits ,
Brokerage Accounts ,
Business Operations ,
Compliance ,
Cybersecurity ,
Disclosure Requirements ,
Ethics ,
Financial Records ,
Insider Trading ,
Internal Controls ,
Investment Adviser ,
Marketing ,
Policies and Procedures ,
Risk Alert ,
Risk Management ,
Securities ,
Securities and Exchange Commission (SEC) ,
Trading Platforms ,
Valuation