On December 20, 2018, the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (SEC) issued conditional no-action relief to Madison Capital Funding LLC (“Madison”), clarifying...more
• On December 14, the SEC’s OCIE issued a Risk Alert summarizing the findings of its limited-scope examination initiative relating to electronic messaging.
• Noting a “pervasive use” of electronic messaging by adviser...more
12/18/2018
/ Best Practices ,
Books & Records ,
Bring Your Own Device (BYOD) ,
Cybersecurity ,
Electronic Communications ,
Email Policies ,
Employee Training ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
New Guidance ,
OCIE ,
Policies and Procedures ,
Recordkeeping Requirements ,
Risk Alert ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Text Messages
• CPOs and CTAs of offshore commodity pools, family offices and business development companies would be exempt from registering with the CFTC.
• Certain registered CPOs and CTAs would not be required to file Form CPO-PQR...more
10/17/2018
/ Business Development Companies ,
CFTC ,
Commodity Exchange Act (CEA) ,
Commodity Pool ,
Commodity Trading Advisors (CTAs) ,
CPO ,
Exemptions ,
Family Offices ,
Recordkeeping Requirements ,
Registration Requirement ,
Reporting Requirements
Despite the new administration, the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) have both continued to make novel interpretations and to bring enforcement actions that break...more
10/11/2018
/ Acquisitions ,
Administrative Law Judge (ALJ) ,
Advertising ,
Anti-Money Laundering ,
Broker-Dealer ,
CFTC ,
Counter-Terrorist ,
Cryptocurrency ,
Enforcement Actions ,
EU ,
Fiduciary Duty ,
FinCEN ,
General Data Protection Regulation (GDPR) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
Mergers ,
NFA ,
Registered Investment Companies (RICs) ,
Securities and Exchange Commission (SEC) ,
Volcker Rule
• The U.S. Securities and Exchange Commission (SEC) staff made official statements regarding when a token may or may no longer be a security
• The SEC continued to bring actions related to cryptocurrency offerings against...more
9/24/2018
/ Anti-Money Laundering ,
Banking Sector ,
Bitcoin ,
Broker-Dealer ,
CFTC ,
Commodities ,
Counter-Terrorist ,
Cryptocurrency ,
Customer Due Diligence (CDD) ,
Digital Currency ,
Disclosure Requirements ,
Enforcement Actions ,
Exchange-Traded Products ,
FATF ,
Financial Institutions ,
FinTech ,
Income Taxes ,
Initial Coin Offering (ICOs) ,
Investment Adviser ,
Investment Company Act of 1940 ,
IRS ,
Jurisdiction ,
Motion to Dismiss ,
National Futures Association ,
Popular ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Token Sales ,
Trading Platforms ,
U.S. Treasury ,
Unregistered Securities ,
Virtual Currency ,
Websites
On Thursday, U.S. Securities and Exchange Commission (SEC) Director of Corporate Finance William Hinman provided some long-desired clarity on the SEC’s approach to cryptocurrency regulation, announcing during Yahoo Finance’s...more
6/18/2018
/ Bitcoin ,
CFTC ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Ether ,
Initial Coin Offering (ICOs) ,
Investors ,
New Guidance ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Token Sales
The Bureau of Economic Analysis of the U.S. Department of Commerce (BEA) requires U.S. businesses in which a foreign person or entity owns or controls, directly or indirectly, more than 10 percent of the voting securities (a...more
5/29/2018
/ BEA ,
Benchmarks ,
Bureau of Economic Analysis ,
Civil Monetary Penalty ,
Electronic Filing ,
Filing Deadlines ,
Financial Institutions ,
Financial Reporting ,
Foreign Affiliates ,
Foreign Corporations ,
Foreign Direct Investment ,
Foreign Investment ,
Form BE-12 ,
Injunctive Relief ,
Parent Corporation ,
Reporting Requirements ,
Required Forms ,
Surveys ,
U.S. Commerce Department ,
Voting Securities
On April 18, 2018, the Securities and Exchange Commission (SEC) proposed a new interpretation (the “Proposed Interpretation”) of the fiduciary duties of investment advisers under the Investment Advisers Act of 1940, as...more
5/8/2018
/ Best Interest Standard ,
Broker-Dealer ,
Conflicts of Interest ,
Duty of Care ,
Duty of Loyalty ,
Enforcement Actions ,
Fiduciary Duty ,
Financial Services Industry ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Retail Investors ,
Securities and Exchange Commission (SEC)
On April 6, 2018, the Office of Foreign Assets Control (OFAC) of the U.S. Treasury Department sanctioned a number of Russian businessmen and companies, as well as Russian government officials and two state-owned entities. The...more
• Disclosures must inform investors about material cybersecurity risks and incidents, including addressing material cybersecurity risks for cyber-attacks that have not yet occurred.
• Comprehensive policies and procedures...more
3/1/2018
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Financial Statements ,
Insider Trading ,
Investors ,
Materiality ,
MD&A Statements ,
New Guidance ,
Non-Public Information ,
Policies and Procedures ,
Regulation FD ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to adopt proposed amendments to Regulation S-K that are intended to modernize and simplify certain disclosure requirements and related rules and...more
Introduction -
Despite an anticipated de-regulatory push, there are significant new regulatory concerns for investment advisers to address in connection with their annual review of their compliance manuals....more
10/12/2017
/ Bad Actors ,
Bureau of Economic Analysis ,
CFTC ,
Cryptocurrency ,
Custody Rule ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Communications ,
Employee Retirement Income Security Act (ERISA) ,
EU ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Direct Investment ,
Form ADV ,
Fund Expenses ,
GAAP ,
General Data Protection Regulation (GDPR) ,
Hedge Funds ,
Insider Trading ,
Investment Adviser ,
Investment Management ,
IRS ,
MiFID II ,
NFA ,
Pay-To-Play ,
Private Equity Funds ,
Private Funds ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Tax Audits
• A divided 2nd Circuit holds that there is no requirement for a “meaningfully close personal relationship” between a tipper and tippee in order for the tipper to reap a personal benefit from the disclosure sufficient to give...more
TIC Form SHC -
The Department of the Treasury is conducting its mandatory (every five years) survey of foreign securities ownership by U.S. residents as of December 31, 2016, on its Treasury International Capital System...more
Key Points -
- Unless an exemption from aggregation is available, all positions in accounts for which any person controls the trading or holds a 10 percent or greater ownership or equity interest must be aggregated...more
On December 6, 2016, in an opinion written by Justice Alito, the Supreme Court unanimously affirmed the Ninth Circuit’s decision in Salman v. United States, a closely-watched insider trading tipping case. Salman builds upon...more
Registered investment advisers (RIAs) are required to review their policies and procedures on at least an annual basis. Below is a guide to recent enforcement actions and other material developments in 2015 and 2016. While...more
The results of the U.S. presidential election are historic and unanticipated, and they will have significant economic, political, legal and social implications. As we prepare for the Trump presidency, many uncertainties...more
11/17/2016
/ Antitrust Provisions ,
Critical Infrastructure Sectors ,
Cybersecurity ,
Energy Sector ,
Environmental Policies ,
Foreign Policy ,
Health Insurance ,
Immigration Enforcement ,
Tax Reform ,
Trade Policy ,
Trump Administration
Key Points -
- The supplemental proposed rulemaking to Regulation AT heightens the procedural mechanisms by which source code is made accessible to the CFTC.
- The supplemental proposed rulemaking adds a...more
On Tuesday, November 15, 2016, the Securities and Exchange Commission (SEC) announced that Chair Mary Jo White will resign as SEC Commissioner effective January 20, 2017, concurrently with the end of President Obama’s term of...more
During its open meeting last week, the Securities and Exchange Commission (SEC) voted to propose amendments to the federal proxy rules to require the use of universal proxy cards for all annual or special meetings with...more
The Securities and Exchange Commission (SEC) issued a final order on June 14 to adjust for inflation the net-worth threshold for a registered investment adviser to charge performance-based compensation to its advisory clients...more
The Securities and Exchange Commission (SEC) brought and settled an enforcement action against Blackstreet Capital Management, LLC, a registered investment adviser to private equity funds, and its principal for, among other...more
On April 12, 2016, the U.S. Securities and Exchange Commission (“SEC”) continued its enforcement of reasonable cybersecurity controls, announcing cease and desist proceedings against a broker-dealer and two of its principals...more
On March 17, 2016, Sen. Baldwin and her co-sponsors, Sens. Merkley, Sanders and Warren, introduced S.2720, the Brokaw Act (the “Bill”) to target activist hedge funds and their tactics. In particular, it would amend Section 13...more