On Wednesday, the U.S. Court of Appeals for the Fifth Circuit (the “court”) held that the Securities and Exchange Commission (“Commission”) exceeded its statutory authority when it adopted the Private Fund Adviser Rules...more
6/10/2024
/ Certiorari ,
En Banc Review ,
Investment Adviser ,
Judicial Review ,
Pending Litigation ,
Private Funds ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Vacated
On January 11, 2023, the SEC Staff published a question-and-answer in its Marketing Compliance FAQs that addresses whether an advertisement that includes gross performance information for a single investment (or group of...more
In late 2020, the SEC adopted1 rule amendments that require SECregistered investment advisers to, by November 4, 2022, switch their compliance regimes from the SEC’s current Advertising and Cash Solicitation Rules (Rules...more
3/23/2022
/ Advertising ,
Cash Solicitation Rule ,
Cherry Picking ,
Compliance ,
Disclosure Requirements ,
Endorsements ,
Investment Adviser ,
Marketing ,
New Rules ,
Private Funds ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
Social Media
On February 9, in a 3-1 vote, the SEC approved a rule proposal (the "Proposed Rule”) that represents a sea-change in the Commission’s approach to private funds, with the Proposed Rule including provisions that would impose on...more
The last several weeks generated a dislocation in the capital markets not seen since the Great Recession or, in many instances, ever. REIT stocks as a group have been hit hard with the RMZ down approximately 34.41% over the...more
On February 15, 2019, the Internal Revenue Service (the “IRS”) released PLR 201907001 (the “Ruling”), a private letter ruling addressing whether certain income related to the leasing of an oil and gas platform, selling of...more
5/3/2019
/ Capital Assets ,
Corporate Counsel ,
Equipment Lease ,
Internal Revenue Code (IRC) ,
IRS ,
Oil & Gas ,
Pipelines ,
Private Letter Rulings ,
REIT ,
Rental Income ,
Storage Tanks
A forward sale of common shares is an offering that is agreed upon today with a settlement date in the future. Forward sale agreements allow companies to capitalize on current trading prices by locking in a price at which it...more
Current market conditions have set the stage for a wave of REIT public-to-private transactions. For private equity funds, flush with record levels of cash, REITs trading at a discount to net asset value represent an...more
Over the past 18 months, shareholder focus on environmental, social and governance issues - known collectively as “ESG” - has increased significantly. Once the target area of specialty investors, ESG issues are now a higher...more
The Securities and Exchange Commission (SEC) recently published interpretive guidance on public company cybersecurity disclosures, including publicly traded real estate investment trusts. While the new guidance confirms the...more
Unlisted real estate investment trusts, or unlisted REITs, have enjoyed tremendous success raising and deploying capital into real estate investments. Unlisted REITs raise capital through public offerings and make filings...more
The review of strategic alternatives can be a daunting task even for the most seasoned executives and directors of real estate companies and real estate investment trusts. This is particularly true in today’s real estate...more
Hostile public company investors routinely garner headline coverage in media outlets like the New York Times and the Wall Street Journal by engaging in aggressive tactics with public companies – a strategy typically referred...more
On September 27, the Trump administration and the Republican leadership in the House and Senate released a document called the “Unified Framework for Fixing Our Broken Tax Code” (the “Framework”), which lays out the core...more
The review of strategic alternatives can be a daunting task even for the most seasoned executives and directors of real estate companies and real estate investment trusts. This is particularly true in today’s real estate...more
The review of strategic alternatives can be a daunting task even for the most seasoned executives and directors of real estate companies and real estate investment trusts. This is particularly true in today’s real estate...more
On July 10, 2017, the SEC’s Division of Corporate Finance started accepting confidential submissions for draft registration statements for all initial public offerings (IPOs) for non-public review. Previously, in connection...more
Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments -
Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as...more
5/9/2017
/ Argentina ,
Bankruptcy Court ,
Energy Sector ,
Infrastructure ,
Keystone XL Pipeline ,
Liquid Natural Gas ,
Made in the USA ,
Oil & Gas ,
Presidential Permit ,
Private Equity Funds ,
Public Private Partnerships (P3s) ,
Renewable Energy ,
Russia ,
Saudi Arabia ,
TransCanada ,
Trump Administration ,
U.S. Commerce Department
Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well as downside protection through the asset class’s inflation-hedging characteristics. An...more
Various components of the tax reform proposals that have been put forth by the Congress as well as the President could have significant impacts on REITs. In 2016, the Republican leadership and Republicans on the House...more
On March 7, 2016, the U.S. Supreme Court (the “Supreme Court”) ruled that the citizenship of a Real Estate Investment Entity (“REIT”), for purposes of federal diversity jurisdiction, is based on the citizenship of its...more