On May 30, 2023, the Securities and Exchange Commission (SEC) announced the third settlement of an enforcement action alleging violations of the Investment Advisers Act of 1940 (the Advisers Act) with respect to activities...more
The Institutional Limited Partners Association (ILPA) has recently issued new guidance on continuation funds for the private funds industry, following its 2019 guidance on GP-led Secondary Fund Restructurings. ...more
On February 16, 2023, we circulated a client alert, “SEC Proposes Radical Transformation of Custody Rule Into New Safeguarding Rule,” concerning the proposed significant transformation of Rule 206(4)-2 (the Custody Rule)...more
On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted important amendments to Form PF, the systemic risk reporting form for private fund advisers registered with the SEC, that would require (i) new...more
The SEC continues its overhaul of cybersecurity, cyber incident reporting, and privacy controls and requirements for industry registrants, their services providers, and corporate America generally.
On March 15, 2023, the SEC...more
4/14/2023
/ Broker-Dealer ,
Compliance ,
Covered Entities ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Disposal Protocols ,
Financial Industry Regulatory Authority (FINRA) ,
Incident Response Plans ,
Mutual Funds ,
Personal Information ,
Policies and Procedures ,
Proposed Rules ,
Registered Investment Advisors ,
Regulation S-P ,
Safeguards Rule ,
Securities and Exchange Commission (SEC) ,
Sensitive Personal Information
On February 15, 2023, the Securities and Exchange Commission (the “SEC”) proposed a significant transformation of Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) into a new...more
2/17/2023
/ Compliance ,
Custody Rule ,
Dodd-Frank ,
Fiduciary Duty ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Popular ,
Proposed Amendments ,
Regulatory Oversight ,
Retail Investors ,
Securities and Exchange Commission (SEC)
On February 7, 2023, the Division of Examinations (“EXAMS”) of the Securities and Exchange Commission (“SEC”) issued its examination priorities for 2023 reflecting a continued focus on SEC-registered private fund sponsors....more
2/9/2023
/ Business Development Companies ,
Compliance ,
Conflicts of Interest ,
Cryptoassets ,
Custody Rule ,
Cybersecurity ,
Fiduciary Duty ,
Fund Sponsors ,
Private Investment Funds ,
SEC Examination Priorities ,
Special Purpose Acquisition Companies (SPACs) ,
Valuation
The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more
1/27/2023
/ Asset Management ,
Disclosure Requirements ,
Enforcement Actions ,
Exempt Organizations ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Pay-To-Play ,
Private Funds ,
Regulation M ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Venture Capital
The SEC’s Fall 2022 “Reg Flex” agenda was recently published by the federal Office of Information and Regulatory Affairs (OIRA). Chair Gensler sets the agency’s agenda, which provides a glimpse into how the agency will...more
On January 11, 2023, the staff of the Division of Investment Management at the US Securities and Exchange Commission (“SEC Staff”) updated their Marketing Rule FAQs. A new FAQ appears to impose the net performance...more
The SEC Division of Examinations recently published a risk alert summarizing observations from exams of registered investment advisers and broker-dealers related to compliance with Reg. S-ID, which is generally designed to...more
12/14/2022
/ Broker-Dealer ,
Customer Information ,
Data Protection ,
Data Security ,
Enforcement Actions ,
Enforcement Priorities ,
Identity Theft ,
Investment Adviser ,
Regulation S-ID ,
Risk Alert ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
This article focuses on how the new Rule 206(4)-1 (the “Marketing Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) affects the relationships between investment advisers registered with the U.S. Securities...more
10/4/2022
/ Advertising ,
Broker-Dealer ,
Compliance ,
Disclosure Requirements ,
Endorsements ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
New Rules ,
Policies and Procedures ,
Private Funds ,
Registered Investment Advisors ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Testimonial Statements
On September 9, 2022, the SEC announced settlements with nine SEC-registered investment advisers to private funds with respect to alleged violations of Rule 206(4)-2 under the Investment Advisers Act of 1940 (the...more
9/14/2022
/ Audited Financial Statements ,
Custody Rule ,
Enforcement Actions ,
Financial Statements ,
Form ADV ,
Fund Sponsors ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Funds ,
Securities and Exchange Commission (SEC) ,
Securities Violations
On May 25, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed a package of new rules to address and enhance investor disclosure practices, and related policies and procedures, regarding Environmental,...more
6/2/2022
/ Compliance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form ADV ,
Investment Adviser ,
Investment Companies ,
Investment Funds ,
Policies and Procedures ,
Proposed Rules ,
Prospectus ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
Securities and Exchange Commission (SEC)
On April 26, 2022, the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) issued a risk alert concerning deficiencies related to Section 204A of the Investment Advisers Act of 1940 (“Advisers...more
5/3/2022
/ Chief Compliance Officers ,
Compliance ,
Ethics ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Material Nonpublic Information ,
Personal Data ,
Risk Alert ,
SEC Examination Priorities ,
Section 204 ,
Securities and Exchange Commission (SEC)
Private funds can draw lessons about how to prioritize their compliance efforts and practices in response to a series of warnings by newly-appointed federal regulators of increased scrutiny, regulation, and enforcement...more
4/8/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
False Statements ,
Form PF ,
Government Investigations ,
Hedge Funds ,
Misleading Statements ,
Private Equity Funds ,
Private Funds ,
Proposed Amendments ,
Proposed Rules ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Valuation ,
Venture Capital
On March 30, 2022, the Division of Examinations (“EXAMS”) of the U.S. Securities and Exchange Commission (the “SEC”) placed private funds at the top of its examination priorities for 2022, displacing a focus on the protection...more
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting to consider proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and...more
4/1/2022
/ Comment Period ,
Disclosure Requirements ,
Investment Company Act of 1940 ,
Investors ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Reverse Mergers ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On February 9, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed a package of new rules and amendments to enhance cybersecurity preparedness and improve cyber resilience of investment advisers and investment...more
2/11/2022
/ Comment Period ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cyber Threats ,
Cybersecurity ,
Disclosure Requirements ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Companies ,
Investment Company Act of 1940 ,
New Rules ,
Policies and Procedures ,
Proposed Rules ,
Public Comment ,
Recordkeeping Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On February 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed a package of new rules and amendments that will significantly affect all private fund advisers, including those that are not registered...more
On January 27th, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to the Form PF that would (i) introduce new “current reports” for (a) “large hedge fund advisers” with respect to “qualifying hedge...more
On November 10, 2021, U.S. Securities and Exchange Commission Chair Gary Gensler, made a speech at the Institutional Limited Partners Association (“ILPA”) Summit that provides a useful summary of the SEC’s immediate...more