SEC v. Nagler is the second enforcement action charging an investment adviser with undisclosed conflicts of interest since Chair Paul Atkins began his tenure on April 21, 2025. The Securities and Exchange Commission (SEC)...more
On June 4, 2025, the U.S. Securities and Exchange Commission (the âSECâ) published a concept release soliciting public comment on potential changes to the definition of âforeign private issuerâ (âFPIâ)....more
The BE-10 Benchmark Survey of U.S. Direct Investment Abroad (the âBE-10 Surveyâ) is a mandatory survey conducted once every five years by the Bureau of Economic Analysis (BEA) of the U.S. Department of Commerce under the...more
On January 13, 2025, the U.S. Securities and Exchange Commission announced settled enforcement actions with five registered investment advisers for failing to maintain and preserve internal electronic communications. These...more
1/20/2025
/ Administrative Procedure Act ,
Cease and Desist Orders ,
Compliance ,
Electronic Communications ,
Enforcement Actions ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Penalties ,
Recordkeeping Requirements ,
Remedial Actions ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Settlement ,
WhatsApp
On December 5, 2024, the Staff of every market-facing division of the U.S. Commodity Futures Trading Commission (CFTC) issued a joint âStaff Advisoryâ on the use of artificial intelligence in CFTC-regulated markets and...more
On September 12, 2024, the Commodity Futures Trading Commission (CFTC) finalized the first major changes to CFTC Regulation 4.7 (Rule 4.7) in over 30 years. Among other technical revisions, the amendments to Rule 4.7,...more
A global technology outage linked to the cybersecurity firm CrowdStrike crashed Microsoft apps and triggered major disruptions across the asset management sector, along with other global industries. Private fund managers...more
The U.S. Department of the Treasury requires U.S. issuersâincluding U.S.-domiciled investment funds1âto report foreign residentsâ holdings of U.S. securities every five years on its Treasury International Capital (TIC) Form...more
Last week, the Securities and Exchange Commission imposed expanded privacy and cybersecurity obligations on fund managers and sponsors registered with the SEC as investment advisers. While many registered investment advisers...more
5/21/2024
/ Breach Notification Rule ,
Customer Information ,
Cybersecurity ,
Fund Managers ,
Incident Response Plans ,
Investment Adviser ,
Notice Requirements ,
Policies and Procedures ,
Privacy Laws ,
Private Funds ,
Recordkeeping Requirements ,
Regulation S-P ,
Securities and Exchange Commission (SEC) ,
Sponsors
On April 12, 2024, the U.S. Securities and Exchange Commission imposed fines and other sanctions on five registered investment advisers (RIAs) for violations of the Investment Adviser Marketing Rule (Rule 206(4)-1), which has...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that âpure...more
On April 3, 2024, the U.S. Securities and Exchange Commission (SEC) announced its first enforcement action against a registered investment adviser (RIA) with no ties to a broker-dealer regarding so-called âoff-channelâ...more
4/10/2024
/ Broker-Dealer ,
Electronic Communications ,
Enforcement Actions ,
Fund Managers ,
Investigations ,
Investment Adviser ,
Investment Management ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
Key Points - In a thorough decision, a federal district judge in New York largely denied Coinbaseâs motion for judgment on the pleadings in a case brought by the SEC. Applying the plaintiff-friendly standards required at the...more
Fundraisingâs Effect on Dealmaking - Fundraising has been challenging over the past 12 months, primarily driven by the fact that distributions have slowed as a result of the lack of exit opportunities....more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted âThe Enhancement and Standardization of Climate-Related Disclosures for Investorsâ (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
Key Points - On February 13, 2024, FinCEN issued an NPRM that seeks to include certain investment advisers in the definition of âfinancial institutionâ under the BSA. As described in the NPRM as well as in FinCENâs fact...more
2/16/2024
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Chief Compliance Officers ,
Due Diligence ,
Exempt Reporting Advisers (ERAs) ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Investors ,
Notice of Proposed Rulemaking (NOPR) ,
Policies and Procedures ,
Proposed Rules ,
Recordkeeping Requirements ,
Risk Assessment ,
Suspicious Activity Reports (SARs)
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
Key Points - Last week, the SEC announced settlements with 16 broker-dealers, dually registered broker-dealers and investment advisers, and affiliated investment advisers in connection with their failures to maintain and...more
Earlier today, the Securities and Exchange Commission in a 3â2 vote adopted new Rules 3a5â4 and 3a44â2 (together, the Dealer Rules) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that will define...more
In the weeks since publishing our original alert, FinCEN released several frequently asked questions (FAQs) on the application of the Corporate Transparency Act (CTA). Private fund managers are likely to find two of these...more
2/1/2024
/ Beneficial Owner ,
Commodity Pool ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Foreign Corporations ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Limited Liability Company (LLC) ,
New York ,
Popular ,
Private Funds ,
Reporting Requirements ,
Subsidiaries ,
Transparency
In the two weeks since the Corporate Transparency Act (CTA) went into effect (see our alert here), the Financial Crimes Enforcement Network (FinCEN) has published several Frequently Asked Questions (FAQs) clarifying the new...more
1/17/2024
/ Beneficial Owner ,
Beneficiaries ,
Corporate Entities ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Grantors ,
Intermediaries ,
Joint Ownership ,
New Guidance ,
Reporting Requirements ,
Smaller Reporting Companies ,
Subsidiaries ,
Tax Exempt Entities ,
Trustees
Key Points - In SEC v. Terraform, the court has granted summary judgment for the SEC on its claim that the defendants offered and sold unregistered securities in the form of âcrypto assets.â This comes amidst the SEC...more
1/15/2024
/ Bitcoin ,
Cryptoassets ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Howey ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Tokens ,
Security-Based Swaps ,
Stablecoins ,
Summary Judgment
Starting on January 1, 2024, entities that are organized in the United States or are registered to do business in the United States will generally be required to disclose to the Financial Crimes Enforcement Network (an...more
12/11/2023
/ Beneficial Owner ,
CFTC ,
Commodity Trading Advisors (CTAs) ,
Corporate Transparency Act ,
FinCEN ,
Foreign Entities ,
Fund Managers ,
Investment Management ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Venture Capital
Key Points -
The Corporate Transparency Act (the âCTAâ), implemented primarily through a rule published by FinCEN on September 30, 2022, the Beneficial Ownership Information Reporting Rule (âBOIR Ruleâ), becomes effective...more
On October 24, 2023, the Director of the Securities and Exchange Commissionâs Enforcement Division, Gurbir S. Grewal, gave a keynote address to the New York City Bar Associationâs 2023 Compliance Institute.
This address,...more