Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more
Passive hedge funds are increasingly considering active roles when they are dissatisfied with the management of specific portfolio companies. After describing such a scenario, the author discusses the steps a dissatisfied...more
12/10/2019
/ Activist Hedge Funds ,
Corporate Governance ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Proxy Proposals ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Activism ,
Shareholder Proposals
On July 24, 2019, the Securities and Exchange Commission (the "SEC") announced charges against Facebook Inc. ("Facebook") for making misleading statements and risk factor disclosures regarding the misuse of Facebook user data...more
7/30/2019
/ Cambridge Analytica ,
Corporate Misconduct ,
Cybersecurity ,
Derivative Suit ,
Facebook ,
Material Misstatements ,
Permanent Injunctions ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more
6/13/2019
/ Compliance ,
Disgorgement ,
Enforcement ,
Enforcement Actions ,
Investment Adviser ,
Registration Statement ,
Regulation M ,
Rule 105 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Tender Offers
The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more
1/22/2019
/ Beneficial Owner ,
Board of Directors ,
Derivatives ,
Disclosure Requirements ,
Filing Requirements ,
Hedge Funds ,
Investment Adviser ,
Investment Management ,
Schedule 13D ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Voting Powers
Cash Tender Offer in Compliance with Regulation 14E -
This note outlines the requirements under the U.S. federal securities laws applicable in the following situation:
• The offer is a cash tender offer for the equity...more
11/26/2018
/ Acquisitions ,
Anti-Fraud Provisions ,
Corporate Governance ,
Cross-Border Transactions ,
Disclosure Requirements ,
Foreign Acquisitions ,
Foreign Private Issuers ,
Mergers ,
Prompt Payment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Tender Offers ,
UK
The trading activities of hedge funds raise a number of complex issues under the federal securities laws. Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview...more
6/6/2018
/ Activist Hedge Funds ,
Disclosure Requirements ,
EU Market Abuse Regulation (EU MAR) ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Rule 10b-5 ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Hedge funds and other private investment funds can take advantage of the exemption for registered investment advisers (RIAs) under Exchange Act Rule 16a-1(a)(1)(v), the "RIA Exemption." While the exemption can be helpful, it...more
On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more
8/6/2015
/ Appeals ,
Corporate Governance ,
Declaratory Judgments ,
Injunctive Relief ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals ,
Sufficient Nexus ,
Summary Judgment ,
Wal-Mart