The court rejects the SEC's per se materiality argument and requires proof of a causal connection between the defendant's allegedly inadequate disclosures and purported unlawful profits....more
4/9/2025
/ Appeals ,
Disclosure Requirements ,
Disgorgement ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Materiality ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
The U.S. Court of Appeals for the Fifth Circuit held that the new SEC regulation of private fund advisers exceeded the agency's statutory authority....more
The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more
2/28/2024
/ Dealers ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
New Rules ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Securities Dealers ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Securities Traders ,
Securities Transactions
The U.S. Securities and Exchange Commission ("SEC") adopted multiple rules that will impact private funds, governing documents, and side letters....more
In Short -
The Situation: Congress recently amended the Securities Exchange Act of 1934 (the "Exchange Act") to exempt certain "M&A brokers" from registration as broker-dealers with the U.S. Securities and Exchange...more
The Securities and Exchange Commission ("SEC") recently reminded SEC registered investment advisers of the upcoming compliance date (November 4, 2022) for the revised investment adviser advertising rule, and provided a list...more
The SEC's Proposal -
On March 28, 2022, the SEC released a rulemaking proposal (the "Proposal") for new rules to clarify the meaning of certain terms in the statutory definitions of "dealer" and "government securities...more
4/5/2022
/ Proposed Rules ,
Registration Statement ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Standards ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Dealers ,
Securities Exchange Act ,
Securities Regulation ,
Securities Traders
On February 9, 2022, the SEC proposed new rules focused on private fund advisers' practices, reporting, and disclosures ("Proposed Rules"). The Proposed Rules would apply to all SEC registered advisers to private funds, and a...more
2/16/2022
/ Comment Period ,
Disclosure Requirements ,
Investment Adviser ,
Investment Management ,
Investors ,
Private Funds ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Situation: The U.S. Securities and Exchange Commission's ("SEC") Division of Examinations (the "Division") issued its 2021 examination priorities ("2021 Exam Priorities").
The Result: The 2021 Exam Priorities set...more
3/19/2021
/ Anti-Money Laundering ,
Broker-Dealer ,
Compliance ,
Investment Adviser ,
Municipal Advisers ,
OCIE ,
Regulation Best Interest ,
Regulation SCI ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more
The Situation: Throughout the COVID-19 pandemic, the U.S. Securities and Exchange Commission's Office of Compliance Inspections and Examinations ("OCIE") has continued to operate via off-site examinations and remote working...more
The Situation: The SEC's Office of Compliance Inspections and Examinations ("OCIE") intends to examine registrants to assess preparation for the expected discontinuation of LIBOR and the transition to alternative reference...more
The Investor Advisory Committee of the U.S. Securities and Exchange Commission ("SEC") recently recommended that the SEC promulgate specific disclosure policies regarding environmental, social, and governance ("ESG") topics...more
The U.S. Securities and Exchange Commission ("SEC") is scrutinizing the methodologies and criteria of investment funds that embrace environmental, social, and governance ("ESG") strategies as record amounts of money flow into...more