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The SEC Loves ESG

ESG-related issues are a tip-top priority for the Commission under Chairman Gary Gensler’s leadership. Specifically, the Commission’s Examination and Enforcement divisions continue to look for greenwashing and other types of...more

SEC Sanctions Robo Adviser for Inadequate Conflicts Disclosures, Failure to Consider Tax Impact of Proprietary ETFs

Not long after we released our recent alert titled SEC Continues Focus on Conflicts Disclosures in Enforcement Actions Totaling $106 Million in Fines and Disgorgement, the U.S. Securities and Exchange Commission (the...more

Attn: RIAs Charging Performance-Based Fees, Thresholds for “Qualified Client” Increased by $100K

The Investment Advisers Act of 1940, as amended (the “Advisers Act”), generally prohibits SEC‑registered investment advisers (“RIAs”) from entering into an advisory contract that charges a performance fee to a client who is...more

SEC Continues Focus on Conflicts Disclosures in Enforcement Actions Totaling $106 Million in Fines and Disgorgement

The U.S. Securities and Exchange Commission (the “Commission”) recently entered into four consent orders (collectively, the “Orders” and each, an “Order”) with registered investment advisers (“RIAs” and each, an “RIA”) that...more

SEC Assesses Nearly $1 Million in Fines for RIAs and BDs’ Failure to Deliver Form CRS

Yesterday, the U.S. Securities and Exchange Commission (“SEC”) announced that it has entered final administrative orders against 21 registered investment advisers (“RIAs”) and six broker-dealers (“BDs”) for failing to file or...more

Securities Regulators Focus on Forgivable Recruitment Loans/Bonuses, Social Media Influencers, and Rescission Offers

In recent weeks, we have observed significant new developments in securities regulation related to two enforcement actions by the U.S. Securities and Exchange Commission (the “Commission”) and an unexpected (and, to our...more

New FINRA Filing Requirements for Private Placement Recommendations; More Private Offering Regulatory Restrictions Likely

FINRA Rules - On July 15, 2021, FINRA announced that it has updated its rules regarding the offering of private placement securities to expand the existing requirement that each broker-dealer that issues and/or sells a...more

SEC Sanctions Firm for Policies that (Theoretically Could Have) Curtailed Whistleblowers

On June 23, 2021, the U.S. Securities and Exchange Commission (the “Commission”) entered an administrative order1 (the “Order”) that, among other things, fined a broker-dealer (“BD”) $208,912 for alleged violations of Rule...more

Insights into the States' 2021 BD Examination, Enforcement Priorities

Putting Teeth on Reg BI (to take a bite out of complex products sales), Protecting Seniors (from romance scams, affinity frauds, and rogue POAs), Scrutinizing Bank-Based Reps, DBAs, and Remote Supervision, and the beginning...more

SEC Division of Examinations Releases 2021 Examination Priorities

Each year, the SEC’s Division of Examinations (f.k.a. OCIE) (the “Division”) releases its priorities for the upcoming year, providing SEC registrants with a helpful tool to assist in managing, reviewing, and updating their...more

Investment Advisers, Mark Your Calendars: Effective Date Set for SEC's New Marketing Rule

The SEC’s new marketing rule for investment advisers (the “New Marketing Rule”) was published in the Federal Register today, making the effective date of the New Marketing Rule May 4, 2021....more

Securities Offerings Involving Interests in Real Estate Left Out of New York’s Reg D Modernization

In December 2020, New York adopted new rules to update its blue sky securities registration requirements as part of an ongoing effort to “streamline and enhance the oversight of the securities industry in New York,” modernize...more

SEC Sharpens Focus on RIA Compliance Programs, Part 2

In November 2020, the staff of the SEC’s Division of Examinations (f.k.a. OCIE) (the “Examinations Division” and its staff, “Examinations Staff”) issued two risk alerts (the “Alerts”) that, in our view, offer particularly...more

SEC Sharpens Focus on RIA Compliance Programs, Part 1

Throughout the year, every year, the SEC’s Divisions of Examinations (f.k.a. OCIE) (the “Examinations Division”) and Enforcement (the “Enforcement Division”) each respectively release guidance, observations, and priorities...more

Iowa Proposes State-Specific Best Interest Rules for Insurance and Securities Businesses (Updated)

UPDATE: As of December 30, 2020, Arizona, Arkansas, Michigan, and Rhode Island have joined Iowa in adopting the NAIC model rule for best interest standard in annuity sales. Alabama, Delaware, Kentucky, Maine, Nevada and Ohio...more

Key Take-Aways from SEC Roundtable on Regulation Best Interest and Form CRS

The Securities and Exchange Commission ("SEC") staff hosted a roundtable with the Financial Industry Regulatory Authority ("FINRA") on October 26, 2020, to discuss their observations on the implementation of, and compliance...more

SEC Adopts Derivatives Overhaul for Funds

On October 28, 2020, the Securities and Exchange Commission (“SEC”) finalized Rule 18f-4 under the Investment Company Act, a new rule designed to provide an updated and comprehensive framework for the use of derivatives by...more

PE Fund Adviser Sanctioned by SEC for Fee Calculation Errors – Ordered to Disgorge Fees and Pay Fine, Totaling Nearly $1.2 Million

On October 22, 2020, the SEC entered an order against a private equity fund adviser (that is also an exempt reporting adviser) for failing to accurately discount management fees as described in a managed fund’s limited...more

OCIE Issues Second Cybersecurity Risk Alert of Q3-2020

On September 15, 2020, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a cybersecurity risk alert highlighting the increased use of “credential stuffing” attacks against investment advisers and...more

UPDATE SEC Adopts Amendments to Accredited Investor Definition

The amended accredited investor definition will become effective December 8, 2020. We previously posted a blog regarding the SEC's recent expansion of the accredited investor definition....more

Under Proposed Exemptive Order Finders Need Not Register with a Broker-Dealer to Receive Transaction Based Compensation

On October 7, 2020, the Securities and Exchange Commission (the “Commission”) released a Notice of Proposed Exemptive Order (“Notice”) that would create a conditional exemption from the broker registration requirements for...more

SEC Fines Broker-Dealer $100,000 for Failing to Retain Text Messages

The Securities and Exchange Commission (“SEC”) entered an order (“Order”) yesterday against a broker-dealer for failing to retain text messages relating to the firm’s business. The firm was fined $100,000. The firm’s...more

SEC Adopts Amendments to Accredited Investor Definition

On August 26, 2020, the SEC adopted amendments to its definition of “accredited investor” that adds new categories of qualifying persons and entities (the “Amendment”). The accredited investor definition is one of the main...more

Fiduciary Rule 2.0: What You Need to Know About the DOL's New Fiduciary Rule

On June 29, 2020, the Department of Labor (“DOL”) announced1 its new approach to the standards for financial institutions and investment professionals who provide investment advice on a nondiscretionary basis to 401(k) plans,...more

Overview of the DOL’s New Fiduciary Rules for Retirement Plan Investment Advice

On June 29, 2020, the Department of Labor (“DOL”) announced its new approach to the standards for financial institutions and investment professionals who provide investment advice on a nondiscretionary basis to 401(k) plans,...more

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