On June 5, 2024, a three-judge panel in the U.S. Fifth Circuit Court of Appeals ruled that the Securities and Exchange Commission exceeded its statutory authority in adopting the so-called “Private Fund Advisers Rule” (or the...more
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)
The Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) announced its 2023 examination priorities (the “Examination Priorities”) on February 7, 2023. This annual publication...more
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
During last week’s testimony before the Senate Committee on Banking, Housing, and Urban Affairs, the questioning of SEC Chair Gary Gensler focused on the expected topics of cryptocurrency regulation, ESG disclosures, and...more
On June 15, 2021, the Securities and Exchange Commission (SEC) announced settled charges against real estate settlement services company First American Financial Corporation for disclosure controls and procedures violations...more
On March 15, the SEC announced a 90 day consultation period on mandatory climate change disclosure. Acting Chair Lee cited to the December 2020 work of the ESG Sub-Committee of the Asset Management Advisory Committee which in...more
Three recent developments in relation to ESG related disclosures are of note: (1) on March 10th, the US Department of Labor announced it would not enforce its own rules related to ESG investing, (2) on the same day the EU’s...more
3/16/2021
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Investment ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
SFDR
On February 26, 2021, the SEC’s Division of Examinations issued a Risk Alert signaling an exam focus this year on activities of investment advisers, broker-dealers, exchanges, and transfer agents related to Digital Asset...more
3/5/2021
/ Anti-Money Laundering ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptocurrency ,
Digital Assets ,
Disclosure Requirements ,
Investment Adviser ,
Offerings ,
Registration Requirement ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Securities Exchanges ,
Transfer Agents
On February 24, 2021, Acting Chair of the Securities and Exchange Commission Allison Herren Lee released a public statement directing the Division of Corporation Finance to enhance its focus on climate-related risk...more
Beginning January 1, 2021, registered management companies and certain registered unit investment trusts that have complied with the required transition period disclosures are now able to use electronic delivery to transmit...more
On January 1, 2021, the U.S. Congress voted to override a presidential veto of the National Defense Authorization Act (NDAA)1, the annual military spending bill. Tucked away in the 1,400-page legislation are provisions...more
On January 6, 2021, the Division of Examinations (“Division”) issued a Risk Alert to notify investment advisers, broker-dealers, and other market participants of a recent action relating to investments in securities...more
1/11/2021
/ American Depository Receipts (ADRs) ,
Broker-Dealer ,
China ,
Divestment ,
Executive Orders ,
Global Depositary Receipts (GDRs) ,
Index Funds ,
Investment Adviser ,
Mutual Funds ,
Office of Foreign Assets Control (OFAC) ,
Risk Alert
On December 22, 2020, the Securities and Exchange Commission announced it had finalized reforms under the Investment Advisers Act to modernize rules that govern investment adviser advertisements and payments to solicitors....more
On December 22, 2020, the Securities and Exchange Commission voted to propose an amendment to Rule 144 under the Securities Act of 1933 to revise the holding period determination for securities acquired upon the conversion or...more
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (“OCIE”) highlighted alternative data, or “alt data,” as a top examination priority. AIMA held a webinar on November 17, 2020, for...more
12/16/2020
/ AIMA ,
Breach of Contract ,
Compliance ,
Data Mining ,
Due Diligence ,
Employee Training ,
Infringement ,
Investment Advisers Act of 1940 ,
MNPI ,
OCIE ,
Securities and Exchange Commission (SEC) ,
Web Scraping
On December 11, 2020, the U.S. Department of Labor (“DOL”) announced a final rule establishing a regulatory framework for private employee benefit plans’ fiduciaries to follow when they exercise shareholder rights, including...more
On December 3, 2020, the Securities and Exchange Commission (“Commission” or “SEC”) announced the adoption of a new rule that establishes an updated regulatory framework for valuation practices of registered investment...more
The Office of Compliance Inspections and Examinations (OCIE) issued a risk alert on November 19, 2020 related to the Advisers Act compliance rule, Rule 206(4)-7. Some key takeaways for Chief Compliance Officers (CCOs) are as...more
On November 19, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments that will modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K. The amendments are intended...more
As the UK approaches a “no deal” exit from the EU, the FCA has issued to the Luxembourg CSSF (and thus to all of us) a reminder that the window of time to access the UK’s temporary regime to market alternative investment...more
On October 15, 2020, the CFTC unanimously adopted amendments to Rule 3.10(c) that will be of assistance to foreign-located persons acting as commodity pool operators on behalf of offshore commodity pools. Rule 3.10(c) will...more
On November 2, 2020, the SEC’s Division of Enforcement issued its 2020 Annual Report for the fiscal year ending September 30, 2020. While the Enforcement Division filed 405 standalone enforcement actions – the lowest total in...more
11/12/2020
/ Audits ,
Compensation ,
Coronavirus/COVID-19 ,
Custody Rule ,
Disclosure Requirements ,
Fund Transfers ,
Insider Trading ,
Investment Advisers Act of 1940 ,
Misallocation of Funds ,
MNPI ,
Past Performance ,
Private Funds ,
Securities and Exchange Commission (SEC)
On October 23, 2020, the SEC Division of Investment Management’s Chief Accountant’s Office (“IMCAO”) issued three separate “Dear CFO” letters addressing (i) the determination of when a fund commences operations, (ii)...more
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend its rules in order to harmonize, simplify, and improve the multilayered and overly complex exempt offering framework. The SEC believes the...more