During an open meeting on Wednesday, August 23, 2023, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) voted 3-2 along party lines to adopt new rules (collectively referred to as the “Private Funds...more
8/29/2023
/ Audits ,
Borrowing Statutes ,
Capital Markets ,
Clawbacks ,
Compliance ,
Dodd-Frank ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Private Funds ,
Proposed Amendments ,
Proposed Rules ,
Securities and Exchange Commission (SEC)
On June 8, 2023, the Securities and Exchange Commission’s (“SEC”) Division of Examinations (“Division”) released a risk alert (the “Risk Alert”) outlining the SEC’s broadened examination priorities with respect to revised...more
7/19/2023
/ Advertising ,
Compliance ,
Endorsements ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
Policies and Procedures ,
Risk Alert ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Testimony
On January 26, 2022, the Securities and Exchange Commission (“SEC”) voted 3-1 to propose amendments to Form PF. The Form PF, which was initially adopted in 2011 and became effective on June 15, 2012, is a confidential report...more
Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019).
On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more
4/5/2019
/ Corporate Officers ,
Custody Rule ,
Digital Assets ,
Directors ,
Enforcement Actions ,
Intent to Defraud ,
Investment Funds ,
Janus Capital Group Inc v First Derivative Traders ,
Lorenzo v SEC ,
No-Action Relief ,
Personal Liability ,
Proposed Rules ,
Puerto Rico ,
Retirement Plan ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
Private equity firms entered 2018 amid a confusing mix of record inflows and elevated prices. At the same time, new regulation was expected to raise the cost of capital while also reducing taxes, rolling back limits on...more
11/5/2018
/ Acquisitions ,
Business Development ,
Capital Gains ,
Corporate Taxes ,
EBITDA ,
Investors ,
Mergers ,
Portfolio Companies ,
Preferred Stock Financing ,
Private Equity ,
Private Equity Firms ,
Tax Cuts and Jobs Act ,
Tax Rates ,
Tax Reform
If private equity and other investors were not aware of the power of the secretive Committee on Foreign Investment in the United States (CFIUS, or the Committee), its decision to reach out and quash the potential...more
4/18/2018
/ Acquisitions ,
Blocked Mergers ,
Broadcom ,
CFIUS ,
China ,
FINSA ,
FIRRMA ,
Foreign Investment ,
Hostile Takeover ,
Infrastructure ,
Intellectual Property Protection ,
ITAR ,
Mergers ,
National Security ,
Qualcomm ,
Section 301 ,
Tariffs ,
Trade Expansion Act of 1962 ,
Trump Administration
An investment adviser’s investment track record is an important resource when raising capital from prospective investors. However, investment advisers, particularly registered investment advisers or emerging fund managers,...more
Public and private pension plans, endowments, hedge funds and other institutional investors are investing trillions of dollars annually with alternative asset managers. Many of these fund managers are well-established with a...more
11/21/2017
/ Asset Management ,
CFOs ,
Department of Labor (DOL) ,
Due Diligence ,
Employee Retirement Income Security Act (ERISA) ,
Fund Managers ,
Individual Retirement Account (IRA) ,
Institutional Investors ,
Investment Adviser ,
Investors ,
Pension Funds ,
Recordkeeping Requirements ,
Reporting Requirements ,
Retirement Plan
When looking to raise capital, broker-dealer compliance may not be at the forefront of a private fund manager’s mind. However, engaging individuals (including the fund manager’s employees) or firms to identify, introduce or...more
11/21/2017
/ Bad Actors ,
Broker-Dealer ,
Fund Managers ,
Investment Adviser ,
Investors ,
Issuer Exemption ,
Private Funds ,
Registration Requirement ,
Section 15(c) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Solicitation