The Securities and Exchange Commission issued notices of its intent to grant multiple share class exemptive relief for seven private business development companies (“BDCs”).
The SEC issued a no-action letter that removes a...more
3/24/2025
/ Business Development Companies ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Management ,
Private Funds ,
Regulation D ,
Rule 506(c) ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
For a decade, SEC rules have permitted general solicitation in private offerings. However, this flexibility has been underutilized as a result of restrictive SEC guidance on verifying accredited investor status.
New SEC...more
On March 19, 2025, the SEC staff published two new Marketing Rule FAQs that relieve issues with displaying investment performance under previous staff guidance. The new FAQs allow advisers to advertise the performance of...more
The SEC’s Division of Examinations (EXAMS) published its report on 2025 Examination Priorities on October 21, 2024.
Areas such as artificial intelligence (AI), cybersecurity and crypto assets are top of mind for EXAMS,...more
11/5/2024
/ Artificial Impairment ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptocurrency ,
Cybersecurity ,
Fees ,
Fiduciary Duty ,
Investment Adviser ,
Outsourcing ,
Private Funds ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
In Loper Bright Enterprises v. Raimondo, the Supreme Court overruled the doctrine of Chevron deference but made clear that cases relying on Chevron’s interpretive framework remain good law subject to statutory stare decisis....more
7/11/2024
/ Administrative Procedure Act ,
Chevron Deference ,
Chevron v NRDC ,
Constitutional Challenges ,
Government Agencies ,
Judicial Authority ,
Loper Bright Enterprises v Raimondo ,
National Marine Fisheries Service ,
Regulatory Authority ,
SCOTUS ,
Statutory Interpretation
In SEC v. Jarkesy, the Supreme Court held that the Seventh Amendment entitles a defendant to a jury trial when the SEC seeks civil penalties for securities fraud.
The decision limits the SEC’s authority to seek civil...more
Yesterday, the United States Court of Appeals for the Fifth Circuit vacated the SEC’s Private Fund Adviser Rule in its entirety. Dechert LLP represented the Chamber of Commerce of the United States of America in filing an...more
The latest round of revisions to Form PF made a stealthy arrival, with the SEC announcing in mid-February that it adopted the updates without an in-person vote.
As the third set of amendments to Form PF in the past 12...more
At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange...more
The SEC’s Division of Examinations (EXAMS) published its report on 2024 Examination Priorities on October 16, 2023.
The 2024 Examination Priorities continue to reflect an examination program that is vigorous and broad...more
12/18/2023
/ Anti-Money Laundering ,
Broker-Dealer ,
Compensation ,
Compliance ,
Conflicts of Interest ,
Cryptoassets ,
Cybersecurity ,
Disclosure Requirements ,
Due Diligence ,
Financial Industry Regulatory Authority (FINRA) ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Private Funds ,
REIT ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission adopted new and amended rules under the Investment Advisers Act of 1940 (“Final Rules”) in August 2023 that will impose a broad set of new reporting, disclosure and other obligations on...more
10/13/2023
/ Audits ,
Books & Records ,
Documentation ,
Fees ,
Final Rules ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Offshore Companies ,
Private Funds ,
Quarterly Report ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
UCITS
Key Takeaways -
Following the SEC’s adoption, earlier this year, of changes to Form PF, large hedge fund advisers will face, for the first time, a requirement to report certain events to the SEC within 72 hours. ...more
9/21/2023
/ Clawbacks ,
Dodd-Frank ,
Filing Requirements ,
Final Rules ,
FSOC ,
Hedge Funds ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
New Amendments ,
Private Funds ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Today, the Securities and Exchange Commission adopted new and amended rules under the Investment Advisers Act of 1940, as amended (Final Rules) that will significantly reform the scope of reporting, disclosure and other...more
8/24/2023
/ Audits ,
Compliance ,
Consumer Protection Act ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
Investment Advisers Act of 1940 ,
Investment Portfolios ,
Private Funds ,
Recordkeeping Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In brief. On August 9, 2023, President Biden signed a highly anticipated Executive Order (the “Outbound E.O.”) to establish a U.S. outbound investment regime. The U.S. Department of Treasury (“Treasury”) concurrently...more
8/14/2023
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Artificial Intelligence ,
Asset Management ,
Biden Administration ,
CFIUS ,
China ,
Covered Transactions ,
Executive Orders ,
FIRRMA ,
Foreign Investment ,
National Security ,
Penalties ,
Popular ,
Securities ,
Semiconductors
The U.S. Securities and Exchange Commission, by a vote of four-to-one, proposed a major overhaul of the investment adviser custody rule on February 15, 2023. The proposal would amend and redesignate Rule 206(4)-2 under the...more
The Securities and Exchange Commission’s Division of Examinations (EXAMS) published its report on 2023 Examination Priorities on February 7, 2023. The 2023 Examination Priorities continue to reflect an examination program...more
Despite rising interest rates, global geopolitical risk and uncertainty surrounding a looming recession, 2022 remained a robust and fascinating year for the PE industry.
Dechert’s PE practice worked alongside our clients...more
2/14/2023
/ Environmental Social & Governance (ESG) ,
Healthcare ,
Infrastructure ,
Interest Rates ,
Investigations ,
Life Sciences ,
Media ,
Private Equity ,
Regulatory Requirements ,
Technology Sector ,
Telecommunications
The Securities and Exchange Commission (“SEC”) released an annual summary, on November 15, 2022, of actions brought by the Division of Enforcement (“Division”) over fiscal year 2022 (“Enforcement Summary”), providing an...more
12/13/2022
/ Civil Monetary Penalty ,
Climate Change ,
Cryptoassets ,
Cybersecurity ,
Disclosure Requirements ,
Disgorgement ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Fraud ,
Penalties ,
Private Funds ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Whistleblowers
The Securities and Exchange Commission on November 2, 2022 proposed significant revisions to its rules governing open-end investment company liquidity risk management and swing pricing. The proposal would also update related...more
11/4/2022
/ Disclosure Requirements ,
Form N-CEN ,
Form N-PORT ,
GAAP ,
Illiquid Assets ,
Investment ,
Investment Adviser ,
Liquidity ,
Liquidity Risk Management Rule ,
Money Market Funds ,
Policies and Procedures ,
Proposed Rules ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Swing Pricing
The November 4, 2022, deadline for advisers to implement amended Rule 206(4)-1 (Marketing Rule) and related rules under the Investment Advisers Act of 1940 is fast approaching. Advisers required to comply with the rule are...more
10/24/2022
/ Advertising ,
Amended Rules ,
Cash Solicitation Rule ,
Compliance ,
Endorsements ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Marketing ,
Policies and Procedures ,
Private Funds ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Testimonial Statements
The Securities and Exchange Commission recently brought two enforcement actions that highlight the SEC’s focus on the investment adviser fiduciary duties, particularly as applied to recommendations that clients open or remain...more
The Securities and Exchange Commission in 2019 issued significant new rules and interpretations addressing the standards of conduct for broker-dealers, in the form of Regulation Best Interest, and the standards of conduct for...more
10/3/2022
/ Best Interest Standard ,
Broker-Dealer ,
Compensation ,
Conflicts of Interest ,
Disclosure Requirements ,
Duty of Care ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Policies and Procedures ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
The Securities and Exchange Commission on June 15, 2022 requested comments related to information providers (such as index providers, model portfolio providers and pricing services) whose activities the SEC believes may bring...more