Key Points The United States Securities and Exchange Commission (SEC) is able to make requests of U.K. firms (including U.K. branches of non-U.K. firms) to provide books and records and other documents of SEC regulated...more
1/26/2021
/ Books & Records ,
Document Requests ,
Financial Conduct Authority (FCA) ,
General Data Protection Regulation (GDPR) ,
Information Commissioner's Office (ICO) ,
IOSCO ,
Personal Data ,
Public Interest ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
UK Brexit ,
UK GDPR
In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more
12/4/2020
/ Amicus Briefs ,
Appellate Courts ,
Beneficial Owner ,
Disgorgement ,
General Partnerships ,
Investment Adviser ,
Investment Management ,
Limited Partnerships ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On October 9, 2020, the Securities and Exchange Commission (SEC) proposed an order that would exempt from registration as broker-dealers certain natural person “finders” who help locate investors in connection with the sale...more
The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more
- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more
- The OCIE of the SEC highlights that responses to COVID-19 present important regulatory and compliance issues for SEC registrants, including “heightened risks of misconduct” tied to recent market volatility.
- The Risk...more
8/21/2020
/ Asset Management ,
Broker-Dealer ,
Business Continuity Plans ,
Business Operations ,
Compliance ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Data Protection ,
Fees ,
Financial Transactions ,
Investment Adviser ,
Investment Fraud ,
Investment Management ,
Investors ,
OCIE ,
Personally Identifiable Information ,
Policies and Procedures ,
Popular ,
Remote Working ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Supervision
- In the age of broad corporate teleworking brought on by COVID-19, OCIE of the SEC has observed during recent examinations that investment advisers, broker-dealers and investment companies are subject to an increased threat...more
7/16/2020
/ Broker-Dealer ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Financial Services Industry ,
Homeland Security Cybersecurity & Infrastructure Security Agency (CISA) ,
Incident Response Plans ,
Investment Management ,
Malware ,
OCIE ,
Popular ,
Ransomware ,
Risk Alert ,
Securities and Exchange Commission (SEC)
On July 10, 2020, the Securities and Exchange Commission (SEC) proposed to increase the filing threshold for Form 13F to $3.5 billion (35 times larger than the current $100 million threshold), revise the requirements for...more
- On June 23, 2020, the SEC and OCIE issued its latest Risk Alert describing common deficiencies it has observed in recent examinations of registered investment advisers that manage private equity funds or hedge funds.
-...more
7/6/2020
/ Conflicts of Interest ,
Enforcement Actions ,
Fees ,
Hedge Funds ,
Investment Management ,
Non-Public Information ,
OCIE ,
Policies and Procedures ,
Private Equity Funds ,
Registered Investment Advisors ,
Risk Alert ,
Securities and Exchange Commission (SEC)
- In Liu v. SEC, No. 18-1501, the Supreme Court upheld the SEC’s ability to obtain disgorgement as a form of equitable relief in civil actions in federal court, pursuant to 15 U.S.C. § 78u(d)(5).
- However, the Court...more
6/30/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
- A CPO will be prohibited from claiming an exemption from registration under CFTC Regulation 4.13 if it or any of its principals has in their backgrounds a statutory disqualification under the Commodity Exchange Act.
- A...more
6/12/2020
/ Bad Actors ,
Certification Requirements ,
CFTC ,
Commodity Exchange Act (CEA) ,
Commodity Pool ,
CPOs ,
Exemptions ,
Final Rules ,
Investment Management ,
National Futures Association ,
Registration Requirement ,
Securities and Exchange Commission (SEC)
- Market participants should review and assess their compliance procedures to prevent and detect insider trading risks associated with COVID-19.
- Companies should increase their vigilance regarding cybersecurity threats...more
4/1/2020
/ CFTC ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Financial Crimes ,
Insider Trading ,
Investors ,
Phishing Scams ,
Pump and Dump ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
U.S. Treasury ,
Wire Fraud
On March 13, 2020, the Securities and Exchange Commission (SEC) issued an order that provides relief to registered investment advisers (RIA) and exempt reporting advisers (ERA) that are unable to meet the filing deadline dues...more
In this episode, Akin Gump investment management partners Barbara Niederkofler and Jason Daniel discuss the Security and Exchange Commission’s proposed modernization of the advertising and cash solicitation rules under the...more
1/10/2020
/ Advertising ,
Books & Records ,
Cash Solicitation Rule ,
Conflicts of Interest ,
Disclosure Requirements ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Funds ,
Investment Management ,
Investors ,
Pooled Investment Vehicles ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
• Effective January 1, 2020, clarifying amendments to rules regarding communications with the public and use of promotional material will go into effect.
• Effective February 1, 2020, CTA will be subject to new limitations...more
12/27/2019
/ Amended Rules ,
Asset Management ,
Brokers ,
Business Development Companies ,
CFTC ,
Commodity Pool ,
Commodity Trading Advisors (CTAs) ,
Compliance ,
CPOs ,
Electronic Communications ,
Exemptions ,
Family Offices ,
Investment Adviser ,
Investment Companies ,
Investment Management ,
NFA ,
Offshore Funds ,
Registration Requirement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more
11/18/2019
/ Anti-Fraud Provisions ,
Comment Period ,
Investment Adviser ,
No-Action Requests ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Public Comment ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. If adopted in their current form, these proposals could significantly affect interactions...more
11/18/2019
/ Comment Period ,
Conflict Mineral Rules ,
Corporate Governance ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proposed Rules ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Solicitation
While the Securities and Exchange Commission (SEC) brought several enforcement actions in 2018-19, the most significant new developments were published interpretations and alerts. Other agencies, such as the Commodity Futures...more
10/7/2019
/ AML/CFT ,
Anti-Corruption ,
CFTC ,
Compliance ,
Duty of Loyalty ,
Enforcement Actions ,
EU ,
Fiduciary Duty ,
FinCEN ,
Form ADV ,
Form CRS ,
Investment Adviser ,
OCIE ,
Private Funds ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Voting Securities
On August 21, 2019, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt new interpretive guidance (the “Voting Interpretation”) applicable to investment advisers regarding their proxy voting responsibilities as...more
9/6/2019
/ Conflicts of Interest ,
Disclosure Requirements ,
Duty of Care ,
Fiduciary Duty ,
Informed Consent ,
Investment Adviser ,
Investment Management ,
Investors ,
Policies and Procedures ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Supervision
On June 5, 2019, the Securities and Exchange Commission (SEC) adopted a comprehensive interpretation (the “Interpretation”) of the fiduciary duties that investment advisers owe to their clients under the Investment Advisers...more
6/13/2019
/ Best Interest Standard ,
Broker-Dealer ,
Conflicts of Interest ,
Duty of Care ,
Duty of Loyalty ,
Enforcement Actions ,
Fiduciary Duty ,
Financial Services Industry ,
Informed Consent ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Retail Investors ,
Securities and Exchange Commission (SEC)
• On May 23, 2019, the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert describing its observations in past examinations of weaknesses and best practices...more
5/29/2019
/ Broker-Dealer ,
Cloud Storage ,
Customer Information ,
Cyber Threats ,
Cybersecurity ,
Data Protection ,
Data Security ,
Data Storage Providers ,
Identity Theft ,
Identity Theft Red Flags Rule ,
Investment Adviser ,
OCIE ,
Policies and Procedures ,
Regulation S-ID ,
Regulation S-P ,
Regulatory Requirements ,
Risk Alert ,
Safeguards Rule ,
Securities and Exchange Commission (SEC) ,
Third-Party Service Provider ,
Vendors
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
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