Confession: writing this in May 2025, we cannot predict with confidence what the rest of 2025 will bring. The year has already seen four months of change and upheaval – political, regulatory, and economic. The new US...more
5/1/2025
/ Compliance ,
Department of Justice (DOJ) ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Foreign Corrupt Practices Act (FCPA) ,
Investment Funds ,
Portfolio Companies ,
Private Equity ,
Private Funds ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule to the U.S. Corporate Transparency Act (“CTA”) that eliminates beneficial ownership...more
3/27/2025
/ Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Filing Deadlines ,
Final Rules ,
FinCEN ,
Foreign Corporations ,
Foreign Entities ,
Interim Final Rules (IFR) ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Small Business
On March 2, 2025, the U.S. Department of the Treasury issued a press release announcing that it would not enforce any penalties or fines or take other enforcement actions against U.S. citizens or domestic reporting companies...more
On February 27, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced that it would not issue any fines or penalties or take other enforcement actions for a failure to comply...more
On February 18, 2025, U.S. District Judge Jeremy Kernodle of the Eastern District of Texas stayed his prior injunction against enforcement of the Corporate Transparency Act (the “CTA”) pending appeal by the U.S. Department of...more
As we head further into 2025, the landscape of SEC exams and enforcement is poised for significant shifts. How will the SEC adapt to emerging trends and evolving market dynamics? In the first issue of Beyond the Deal in 2025,...more
On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting...more
On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three...more
1/31/2025
/ CFTC ,
Compliance ,
Financial Regulatory Reform ,
Form PF ,
Hedge Funds ,
Investment Adviser ,
New Amendments ,
Private Funds ,
Regulatory Requirements ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission’s (“SEC”) National Examination Program is designed to improve compliance, prevent fraud, monitor risk and inform policy. It is also a consistent source of referrals to the SEC’s Division...more
11/13/2024
/ Artificial Intelligence ,
Compliance ,
Confidentiality Agreements ,
Custody Rule ,
Disclosure Requirements ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Fraud ,
Fund Managers ,
Greenwashing ,
Indemnification ,
MNPI ,
Pay-To-Play ,
Recordkeeping Requirements ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
In a significant enforcement action, the SEC sanctioned a private fund manager for failing to establish and maintain adequate policies and procedures to prevent the misuse of material nonpublic information (MNPI) while...more
9/9/2024
/ Collateralized Loan Obligations ,
Compliance ,
Enforcement Actions ,
Equity ,
Fraud ,
Investment Advisers Act of 1940 ,
MNPI ,
Policies and Procedures ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
2023’s excitement for generative artificial intelligence (AI) prompted the SEC to respond on multiple fronts – stump speeches, rulemaking, new exam priorities and sweeps and previewing potential enforcement actions. SEC Chair...more
Economic headwinds and the interest rate environment that developed over the course of 2023 increased financial stress on portfolio companies and portend heightened litigation risk in 2024 for portfolio companies and their...more
Earlier today, the SEC’s Private Fund Adviser Rules were published in the Federal Register. As with all federal regulations, publication in the Federal Register begins the countdown to the Rules’ compliance dates. These dates...more
On Friday, September 1, 2023, a lawsuit was filed with the federal Court of Appeals in the Fifth Circuit challenging the validity and enforceability of the recently adopted Private Fund Adviser Rules under the Investment...more
Yesterday, the five SEC commissioners voted 3-2, along party lines, to approve the Private Fund Adviser Rules. The final Rules scale back from what was initially proposed 18 months ago, in ways that are likely to be a relief...more
On November 4, 2022, compliance with amended Rule 206(4)-1 (the “Marketing Rule”) became mandatory for all investment advisers registered with the Securities and Exchange Commission (the “SEC”). Seven months since the...more
Recent enforcement actions highlight the increased regulatory scrutiny that private funds may face with respect to internal cybersecurity protocols and responses to cyber-crimes and cyber incidents under new and updated...more
5/23/2023
/ Coinbase ,
Compliance ,
Cyber Crimes ,
Cybersecurity ,
Enforcement Actions ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
New Legislation ,
Popular ,
Privacy Laws ,
Private Funds ,
Robinhood Financial ,
Sanctions ,
Securities and Exchange Commission (SEC)
The SEC’s Enforcement Division is conducting a sweep investigation of large investment advisers regarding their employees’ use of “off-channel” communications. The sweep, which has been widely reported in the press, focuses...more
4/25/2023
/ Asset Management ,
Breach of Duty ,
Compliance ,
Enforcement Actions ,
Fiduciary Duty ,
Investigations ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Private Funds ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
In the late fall of 2020, the SEC implemented rule amendments which created a single rule, the Marketing Rule, that replaces the current Advertising and Cash Solicitation Rules. The Marketing Rule represents both significant...more
10/14/2022
/ Advertising ,
Anti-Fraud Provisions ,
Cash Solicitation Rule ,
Compliance ,
Disclosure Requirements ,
Endorsements ,
Enforcement ,
Exempt Reporting Advisers (ERAs) ,
Marketing ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Solicitation
On Monday, September 19, 2022, the SEC’s Division of Examinations issued a Risk Alert announcing their intent to conduct targeted reviews of registered investment advisers regarding compliance with amended Advisers Act Rule...more
9/23/2022
/ Advertising ,
Amended Rules ,
Compliance ,
Investment Advisers Act of 1940 ,
Marketing ,
New Rules ,
Policies and Procedures ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Risk Alert ,
Securities and Exchange Commission (SEC)