Key Point -
Just shy of three weeks after Judge Torres held that the digital asset XRP is not itself a security,1 Judge Rakoff held that the SEC had adequately pled that certain digital assets, such as the UST and LUNA...more
Key Points -
A judge in the Southern District of New York recently held that (i) the crypto asset XRP is not, on its own, a security and, (ii) as a result, the determination of whether an offer or sale of XRP required SEC...more
On June 8, 2023, the SEC Division of Examinations staff (EXAMS) published a risk alert focused on the new Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940). While this new risk alert largely mirrors...more
The Bureau of Economic Analysis (BEA) of the U.S. Department of Commerce requires an incorporated U.S. business enterprise or an equivalent unincorporated U.S. business enterprise in which a foreign person or entity owns or...more
INTRODUCTION -
Registered investment advisers to private funds clients are required to make filings with the Securities and Exchange Commission (SEC) each year and deliver certain information to their clients. In...more
On Tuesday, February 7, the Division of Examinations of the U.S. Securities and Exchange Commission released its 2023 Examination Priorities. Private fund sponsors and managers should pay attention to the Priorities for two...more
As a general principle, the Marketing Rule requires registered investment advisers to include net performance alongside any presentation of gross performance. Market practice on whether or how this principle applies to case...more
The Securities and Exchange Commission adopted rules on December 14, 2022 that will require...more
In December 2020, the Securities and Exchange Commission (“SEC”) adopted changes to Rule 206(4)-1 under the Investment Advisers Act to modernize the regulatory framework for investment advisers’ advertising and marketing...more
Late last year, Securities and Exchange Commission (SEC) Chair Gary Gensler warned private fund managers that they should be prepared for increased regulatory scrutiny. Shortly thereafter, in February 2022, the SEC announced...more
The substantive provisions of the new Marketing Rule come into effect for all private fund managers, fund sponsors and other investment advisers registered with the U.S. Securities and Exchange Commission in one month (i.e.,...more
The latest round of penalties assessed for violations of the U.S. Securities and Exchange Commission (SEC) pay-to-play rule highlight the strict liability nature of Rule 206(4)-5. This month, the SEC announced five-figure...more
Key Points -
Until August 12, 2025, CPOs and CTAs may continue to file position limit disaggregation notices upon request, rather than prospectively, and exempt CTAs may continue to rely upon the “independent account...more
Key Points -
The SEC and the FCA each publish annual reports, which can offer a useful insight into their enforcement actions.
The data in the reports only represents a snapshot of the regulators’ activities, but is...more
Key Points -
The 2nd Circuit is considering whether syndicated term loans—i.e., loans to corporate entities provided by a group of lenders, rather than a single lender—are “securities” under a U.S. Supreme Court decision...more
Key Points -
The SEC’s Division of Examinations published a risk alert that, in the context of a focus on MNPI, highlighted observed deficiencies related to the use of alternative data by private fund managers and other...more
On March 30, 2022, the U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”) released its 2022 examination priorities. The Division announced an enhanced focus on five “significant areas”:...more
The U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”), on March 30, 2022, released its 2022 examination priorities (the “Division’s 2022 priorities”), highlighting the “annual...more
Key Points -
The DOJ and CFTC have filed insider trading charges against a Houston-based energy trader for allegedly disclosing confidential information to a third party who then used the information to trade profitably....more
Compliance Reminders for 2022 -
Registered investment advisers to private funds clients are required to make filings with the Securities and Exchange Commission (SEC) each year and deliver certain information to their...more
Private funds should be prepared for increased oversight from the Securities and Exchange Commission (SEC), following a landmark year of enforcement cases. In 2021, the Commission brought 159 enforcement actions against...more
2/3/2022
/ Enforcement Actions ,
Fiduciary Duty ,
Form PF ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Policies and Procedures ,
Private Equity ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Securities Violations
As previously reported, in August 2021, the U.S. Securities and Exchange Commission filed a complaint in SEC v. Panuwat, initiating the first enforcement action seeking to proscribe as prohibited insider trading the practice...more
Key Points -
All U.S.-resident end-investors (including funds and fund managers) and custodians must file a Form SHC if they either (i) hold more than $200 million of reportable foreign securities (such as securities...more
Any doubts over whether the U.S. Securities and Exchange Commission considers advisory fees to be a focus area for 2022 were dispelled over the past several weeks. In four separate public statements, the SEC and the Staff of...more
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted final rules requiring the use of a universal proxy card by all parties in contested elections for directors at shareholder meetings. The rules require...more
11/23/2021
/ Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Final Rules ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Universal Proxy Cards