On August 19, hedge fund magnate Bill Ackman released a letter to shareholders announcing plans to potentially unwind the SPAC he launched last year, Pershing Square Tontine Holdings, Ltd. (Tontine), in response to a...more
Stable Road Enforcement Action Post Mortem: Lessons for the SPAC Market After Momentus Begins Trading -
Stable Road And Momentus Close Business Combination. On August 11, Stable Road Acquisition Corp., a special purpose...more
10/14/2021
/ Board of Directors ,
Capital Markets ,
Capital Raising ,
Climate Change ,
Diversity ,
Initial Public Offering (IPO) ,
Investment ,
Listing Rules ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Whistleblower Protection Policies ,
Whistleblowers
Key Points -
Effective as of August 16, the dollar amount tests specified in the definition of “Qualified Client” in Rule 205-3 under the Investment Advisers Act of 1940 (Advisers Act) will increase for the net-worth...more
The recent defaults by Archegos caused several large broker-dealers to incur significant losses. Archegos represented that it operated as a single-family office, which made it exempt from many provisions of the federal...more
Key Points -
- Beginning February 1, new and amended rules will go into effect in New York that require certain individuals associated with investment advisers to register with the state and to meet examination...more
The Securities and Exchange Commission issued a proposed order that, if adopted, would provide an exemption to certain "finders," persons who connect potential buyers and sellers of securities for a fee, from broker-dealer...more
Key Points -
- The Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) recently released a Risk Alert warning investment advisers, broker-dealers, investment companies,...more
Key Points -
- Recent Securities and Exchange Commission (SEC) enforcement actions against investment advisers and fund managers point to continued pressure points in the areas of conflicts of interest and disclosures to...more
Key Points -
- New York’s Investor Protection Bureau of the Department of Law (the “Department”) proposed changes to notice filing requirements for private funds offered under Regulation D.
- The proposal also would...more
This Katten Advisory highlights considerations around COVID-19 that may be relevant for private investment funds and their managers. Notwithstanding the current pandemic, fund managers owe fiduciary duties to their clients,...more
KEY POINTS -
- Amendments to FINRA Rules 5130 and 5131, which govern the offer and sale of "New Issue" securities went into effect on January 1.
- FINRA Rule 5130 prohibits a broker-dealer from selling New Issues to...more
1/10/2020
/ Amended Rules ,
Broker-Dealer ,
Business Development Companies ,
Charitable Organizations ,
Employee Retirement Income Security Act (ERISA) ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment ,
Foreign Sovereigns ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Portfolio Managers ,
Regulation S ,
Retirement Plan ,
Securities and Exchange Commission (SEC)
Key Points
- SEC proposes significant changes to the Advisers Act “Advertising Rule” and “Cash Solicitation” Rule.
- The proposed definition of “Advertisements” expands the types of communications that are considered...more
12/16/2019
/ Advertising ,
Books & Records ,
Cash Solicitation Rule ,
Disclosure Requirements ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
No-Action Letters ,
Private Funds ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Securities and Exchange Commission (SEC)
SEC/CORPORATE -
SEC Proposes New Amendments to Modernize Shareholder Proposal Rules -
On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934...more
11/11/2019
/ Broker-Dealer ,
CFTC ,
Corporate Governance ,
Derivatives ,
Financial Conduct Authority (FCA) ,
Investment Adviser ,
No-Action Letters ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
UK Brexit
On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more
SEC/CORPORATE -
SEC Division of Corporation Finance Issues C&DIs Regarding Inline XBRL -
On August 20, the staff of the Division of Corporation Finance (the staff) of the Securities and Exchange Commission released...more
8/26/2019
/ C&DIs ,
CFTC ,
Cryptocurrency ,
Derivatives ,
Enforcement Actions ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
FDIC ,
Investment Adviser ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
SEC/CORPORATE -
SEC Adopts Additional Rules for Security-Based Swaps -
On June 21, the Securities and Exchange Commission adopted a panoply of final rules dealing with the following
aspects of the regulation of...more
7/1/2019
/ Broker-Dealer ,
CFTC ,
Cross-Border ,
European Securities and Markets Authority (ESMA) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Instruments ,
Investment Adviser ,
MSBSPs ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Stand-Alone SBSDs ,
Swap Dealers ,
Swaps
BROKER-DEALER -
SEC Adopts Rules and Interpretations To Enhance Protections and Preserve Choice for Retail Investors -
On June 5, the Securities and Exchange Commission voted to adopt a package of rules and...more
6/10/2019
/ Best Interest Standard ,
Broker-Dealer ,
CFTC ,
Conflicts of Interest ,
Derivatives ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Investment Adviser ,
ISDA ,
NASAA ,
New Rules ,
Retail Investors ,
Securities and Exchange Commission (SEC)
On April 30, 2019, US Court of Appeals for the DC Circuit decided an important case involving the disclosure obligations of investment advisers. The case decided that an adviser’s disclosure that it “may” have a conflict of...more
5/16/2019
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Broker-Dealer ,
Conflicts of Interest ,
Disclosure Requirements ,
Financial Services Industry ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Mutual Funds ,
Negligence ,
Revenue Sharing ,
Securities and Exchange Commission (SEC)
On December 7, FINRA published its Report on 2018 Examination Findings1 (the "Report"). This is the second year that FINRA issued a summary of its observations from recent examinations. This Report, read in conjunction with...more
12/21/2018
/ Annual Reports ,
Anti-Money Laundering ,
Broker-Dealer ,
Customer Due Diligence (CDD) ,
ETFs ,
Exchange-Traded Products ,
Financial Industry Regulatory Authority (FINRA) ,
MSRB ,
Private Placements ,
REIT ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Supervision
On September 26, the Securities and Exchange Commission (SEC) charged a dually registered broker-dealer and investment adviser (the "Registrant") with deficient cybersecurity procedures. This is the first SEC action alleging...more
On August 27, the Securities and Exchange Commission (SEC) brought actions against four affiliated entities—including two registered investment advisers, one dually registered investment adviser and broker-dealer and a...more
On April 18, concurrently with its publication for comment of a proposed set of enhanced investment adviser regulations, the Securities and Exchange Commission (SEC) published a separate proposal related to the conduct...more
On April 18, concurrently with its publication for comment of a proposed fiduciary rule for brokers,1 the Securities and Exchange Commission (SEC) took several actions that broadly implicate investment advisers....more
On February 7, the US Securities and Exchange Commission's (SEC) Office of Compliance Inspections and Examinations (OCIE) published its examination priorities for 2018 (the "2018 Priorities Report"). Given that OCIE's...more
CFTC -
CFTC and UK Financial Conduct Authority Sign Cooperation Arrangement on Financial Technology Innovation -
On February 19, the Commodity Futures Trading Commission and the UK Financial Conduct Authority (FCA)...more