On May 3, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to Form PF, the confidential form by which certain SEC-registered investment advisers report information pertaining to the private funds...more
5/11/2023
/ Annual Reports ,
Brokers ,
Clawbacks ,
FSOC ,
Hedge Funds ,
Investment Adviser ,
Private Equity ,
Proposed Amendments ,
Quarterly Report ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (the SEC) routinely prepares Division Risk Alerts to provide helpful information to federally registered investment advisers (advisers). On March 27, the SEC released a Division Risk...more
Lowenstein Sandler’s Investment Management Group is pleased to provide you with the summaries and checklists described below.
Summaries of recent legal developments with respect to:
•SEC’s 2023 Examination Priorities-...more
4/7/2023
/ CFTC ,
Commodity Pool ,
Commodity Trading Advisors (CTAs) ,
Custody Rule ,
Cybersecurity ,
Electronic Communications ,
Employee Retirement Income Security Act (ERISA) ,
Fund Managers ,
Investment Adviser ,
Office of Foreign Assets Control (OFAC) ,
Popular ,
Proxy Voting ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
On March 15, 2023, the Securities and Exchange Commission (“SEC”) issued three releases proposing (i) amendments to Regulation S-P (“Regulation S-P Proposal”)1, (ii) amendments to Regulation SCI (“Regulation SCI Proposal”)2,...more
3/30/2023
/ Broker-Dealer ,
Cybersecurity ,
Electronically Stored Information ,
Incident Response Plans ,
Investment Adviser ,
Investment Companies ,
Policies and Procedures ,
Proposed Amendments ,
Regulation S-P ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On February 15, the Securities and Exchange Commission (“SEC”) issued a rule release (“Release” or “Proposal”) that proposes new Rule 223-1 (“Safeguarding Rule”) under the Investment Advisers Act of 1940, as amended...more
As we previously wrote, the Securities and Exchange Commission (the “SEC”) proposed several rules that would impose additional requirements on private fund managers (“Managers”), many of which relate to various types of...more
I. Introduction-
U.S. hedge funds, private equity funds, and venture capital funds (collectively, the Private Funds),1 and their U.S. general partners, sponsors, and managers (Advisers), are not directly subject to the...more
2/20/2023
/ Anti-Money Laundering ,
Bank Secrecy Act ,
FinCEN ,
Fund Managers ,
Hedge Funds ,
Investment Adviser ,
Money Laundering Control Act (MLCA) of 1986 ,
Office of Foreign Assets Control (OFAC) ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Venture Capital
On February 7, 2023, the U.S. Securities and Exchange Commission (“SEC”) Division of Examinations (the “Division”) released its annual Priorities Report1 for upcoming examinations of registered investment advisers...more
2/17/2023
/ Anti-Money Laundering ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptoassets ,
Customer Protection Rule ,
Cyber Crimes ,
Cybersecurity ,
Emerging Technologies ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Marketing ,
Popular ,
Portfolio Managers ,
Private Funds ,
Registered Investment Advisors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
On Jan. 11, the Securities and Exchange Commission (SEC) issued a new FAQ response discussing an investment adviser’s obligations with respect to the use of gross and net performance information in the marketing of private...more
On December 5, 2022, the Division of Examinations (EXAMS) of the Securities and Exchange Commission (SEC) issued a Risk Alert regarding recently observed compliance issues with respect to Regulation S-ID. Under Regulation...more
On October 26, the Securities and Exchange Commission (SEC) issued a rule release (Release) that proposed new and amended rules (Proposed Rule) under the Investment Advisers Act of 1940, as amended (Advisers Act)....more
11/22/2022
/ Books & Records ,
Comment Period ,
Due Diligence ,
Federal Register ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Proposed Rules ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Service Professionals ,
Third-Party
On September 27, 2022, regulators from the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) handed out over $1.8 billion in fines to financial institutions in connection with...more
10/6/2022
/ Books & Records ,
Broker-Dealer ,
CFTC ,
Commercial Electronic Messages ,
Electronic Communications ,
Financial Institutions ,
Fines ,
Investment Adviser ,
OCIE ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Technology ,
Training
As evidenced by an influx of recent activity over the past month, it’s becoming more and more apparent that the U.S. Securities and Exchange Commission (SEC) is strengthening its regulatory framework and pushing forward with...more
On July 26, 2022, the U.S. Department of Labor (DOL) released a proposed amendment to Prohibited Transaction Class Exemption 84-14, known as the Qualified Professional Asset “Manager” (QPAM) exemption. ...more
8/5/2022
/ Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
GAAP ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
IRS ,
Notification Requirements ,
Proposed Amendments ,
QPAM ,
Real Party in Interest ,
Recordkeeping Requirements
On May 25, 2022, the Securities and Exchange Commission (SEC) proposed rules to (i) enhance and standardize the disclosures of Advisers and Registered Funds, related to the incorporation of environmental, social, and...more
Summaries of recent legislative and regulatory developments with respect to:
•SEC’s 2022 Examination Priorities • Proposed Amendments to Form PF Requirements-
•Proposed New Rules Applicable to Private Fund Advisers and...more
5/5/2022
/ Anti-Money Laundering ,
Beneficial Owner ,
Broker-Dealer ,
CFTC ,
Commodity Trading Advisors (CTAs) ,
CPOs ,
Cryptocurrency ,
Cybersecurity ,
Department of Labor (DOL) ,
Digital Assets ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary Rule ,
Foreign Investment ,
General Data Protection Regulation (GDPR) ,
Investment Adviser ,
Investment Funds ,
NFA ,
Proxy Voting ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements
On March 30, the Office of Compliance Inspections and Examinations of the U.S. Securities and Exchange Commission (SEC) published its examination priorities for 2022 (the Priorities), which discuss its examination approach...more
4/29/2022
/ Broker-Dealer ,
Cryptocurrency ,
Emerging Technology Companies ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Financial Services Industry ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
OCIE ,
Registered Investment Advisors ,
Regulation Best Interest ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
What You Need To Know:
•The SEC has proposed new rules applicable to private fund managers, some of which apply broadly to private fund managers that are not registered with the agency.
•The SEC has proposed to...more
2/23/2022
/ Audits ,
Cybersecurity ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Funds ,
Proposed Rules ,
Quarterly Report ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
On April 9, 2021, the U.S. Securities and Exchange Commission (the SEC) released results from its recent examinations of particular investment advisers, registered investment companies, and private funds (the firms) that...more
Summaries of recent legislative and regulatory developments with respect to:
•The SEC’s Examination Priorities for 2021-
•The SEC’s Focus on Digital Asset Securities-
•The SEC’s New Marketing Rule... ...more
4/1/2021
/ Accredited Investors ,
Anti-Money Laundering ,
BEA ,
Broker-Dealer ,
CARES Act ,
CFIUS ,
Chief Compliance Officers ,
Client Funds ,
Common Reporting Standard (CRS) ,
Compliance ,
Coronavirus/COVID-19 ,
Department of Justice (DOJ) ,
Digital Assets ,
Disclosure ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Fraud ,
Financial Industry Regulatory Authority (FINRA) ,
FinTech ,
Foreign Investment ,
Form CRS ,
General Data Protection Regulation (GDPR) ,
IARD ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Portfolios ,
Net Operating Losses ,
Office of Foreign Assets Control (OFAC) ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Safe Harbors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Tax Cuts and Jobs Act ,
U.S. Treasury ,
Unauthorized Transactions
Effective February 1, 2021, amendments to the New York Investment Advisory Act (the “Amendments”) require supervised persons representing certain New York-registered investment advisers, and, to a lesser degree, investment...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) announced a modernized rule (the New Marketing Rule) governing (i) investment adviser advertisements and (ii) payments to solicitors. Under the...more
1/22/2021
/ Advertising ,
Advisors Act ,
Books & Records ,
Cash Solicitation Rule ,
Endorsements ,
False Statements ,
Federal Register ,
Investment Adviser ,
Marketing ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Third-Party ,
Written Agreements
On November 19, 2020, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released a risk alert (the Risk Alert) identifying common compliance issues related to Rule 206(4)-7 (the...more
12/7/2020
/ Anti-Corruption ,
Compliance ,
Department of Justice (DOJ) ,
Fund Managers ,
Investment Adviser ,
OCIE ,
Office of Foreign Assets Control (OFAC) ,
Registered Investment Advisors ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
U.S. Treasury
On November 2, the Securities and Exchange Commission’s Division of Enforcement (the Division) published its 2020 Annual Report (the Report), which details the Division’s fiscal year (FY) ending September 30, 2020,...more
11/10/2020
/ Broker-Dealer ,
Coronavirus/COVID-19 ,
Disgorgement ,
Enforcement ,
Enforcement Actions ,
Financial Fraud ,
Investment Adviser ,
OCIE ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblowers