On June 5, 2024, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) unanimously vacated the “Private Fund Adviser Rules,” which the U.S. Securities and Exchange Commission (the SEC)...more
6/13/2024
/ Audits ,
Disclosure Requirements ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Private Funds ,
Quarterly Report ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
A series of recent actions by the Securities and Exchange Commission (SEC) and its staff should prompt registered investment advisers (RIAs) to reassess their risk tolerance for some relatively common RIA marketing, custody,...more
On August 23, 2023, the SEC adopted new rules and amendments to existing rules (collectively, the “New Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The New Rules are designed to increase...more
9/5/2023
/ Conflicts of Interest ,
D&O Insurance ,
Disclosure Requirements ,
Errors and Omissions Policy ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
PCAOB ,
Private Funds ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date...more
On February 7, 2023, the Securities and Exchange Commission’s (SEC) Division of Examinations (EXAMs) announced its 2023 Examination Priorities (the “Priorities”), which highlight areas it expects to target in 2023...more
2/22/2023
/ Broker-Dealer ,
Compliance ,
Cryptocurrency ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Fair Valuation ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Libor ,
Mutual Funds ,
Private Funds ,
Registered Investment Advisors ,
Regulation Best Interest ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Suspicious Activity Reports (SARs)
Sponsors and managers of private funds must attend to various routine regulatory and compliance tasks, which can include ongoing reporting obligations under the Investment Advisers Act of 1940 (the “Advisers Act”), updating...more
1/16/2023
/ CFTC ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Proposed Rules ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Vendors
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new Rule 206(4)-11 (the “Vendor Oversight Rule” or the “Rule”) to prohibit investment advisers registered under the Investment Advisers Act of...more
On April 26, 2022, the SEC’s Division of Examinations (“EXAMS”) issued a risk alert flagging certain notable deficiencies that it has observed related to advisers’ potential misuse of material non-public information (MNPI) in...more
On April 9, 2021, the SEC’s Division of Examinations (“EXAMS”) published a Risk Alert summarizing its observations from recent examinations of investment advisers, registered investment companies, and private funds engaged in...more
4/16/2021
/ Advertising ,
Asset Management ,
Compliance ,
Corporate Finance ,
Corporate Governance ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Portfolios ,
Investors ,
Marketing ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On March 25, 2020, the SEC issued exemptive orders replacing prior orders granting temporary relief from certain provisions of the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940...more
On March 13, 2020, in light of business disruptions resulting from the spread of the coronavirus (COVID-19) and current actions by registrants to protect the health of their employees, clients and the public, the SEC...more
On November 4, 2019, the Securities and Exchange Commission (SEC) proposed amendments to both the advertising rule and the cash solicitation rule under the Investment Advisers Act of 1940 (the “Advisers Act”). Neither rule —...more
On June 5, 2019, the SEC issued an Interpretive Release designed to “reaffirm, and in some cases clarify, the standard of conduct that investment advisers owe to their clients.” The Interpretive Release highlights existing...more
The Investment Advisers Act of 1940 (the “Advisers Act”) is the shortest of the federal securities laws enacted after the Great Depression, and the SEC has adopted relatively few regulations under the Advisers Act. As any...more
6/13/2019
/ Advertising ,
Advisory Contracts ,
Business Continuity Plans ,
Cash Solicitation Rule ,
Compliance ,
Cybersecurity ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
OCIE ,
Pay-To-Play ,
Securities and Exchange Commission (SEC)
On March 11, 2019, the SEC announced settlements with 79 investment advisers who self-reported violations of the Investment Advisers Act of 1940 (the “Advisers Act”) in connection with the Division of Enforcement’s Share...more
The end of 2018 was notable for two SEC enforcement actions against private equity fund managers for violations of the Investment Advisers Act of 1940 arising from improper allocations of expenses, undisclosed conflicts of...more
According to the Securities and Exchange Commission (SEC or “Commission”), its April 18, 2018 release proposing an interpretation of the standard of conduct for investment advisers (“Adviser Conduct Release”) is intended to...more
The SEC banned the managing member and chief compliance officer of a registered investment adviser from the securities industry for illegal “cherry-picking” investments among the adviser’s managed accounts. The SEC staff...more
The Securities and Exchange Commission (SEC) recently amended Form ADV to require investment advisers to disclose more information about their separately managed account business, aggregate data related to the use of...more
9/1/2016
/ Asset Class ,
Books & Records ,
Borrowers ,
Custodians ,
Derivatives ,
Disclosure Requirements ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Private Equity ,
RAUM ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
Umbrella Registration
In a series of enforcement actions this week, the SEC made it clear that investment advisers need to substantiate the performance records of investment management firms they recommend to their clients. In these cases,...more
The SEC recently instituted proceedings against a registered investment adviser and its founder, CEO and majority shareholder for allegedly making material misstatements and omissions regarding the amount of assets...more
9/14/2015
/ CEOs ,
Compliance ,
Conflicts of Interest ,
Enforcement Actions ,
False Advertising ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Material Misstatements ,
Omissions ,
Policies and Procedures ,
Sanctions ,
Securities and Exchange Commission (SEC)
In a June 2015 Guidance Update, the staff of the Division of Investment Management clarified how the code of ethics reporting rules apply to investment advisers.
Current rules require certain advisory personnel who...more
The SEC has brought the first action under the “pay-to-play” rule adopted under the Investment Advisers Act. Andrew Ceresney, director of the SEC Enforcement Division, served notice that the SEC “will hold investment advisers...more
A recent SEC enforcement action illustrates the challenge of complying with changing regulations, particularly for newly registered advisers. The SEC found that the adviser violated the prohibition against charging...more
The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more