SEC: Investment Adviser May Not Say That It May Do What It Already Did

Allen Matkins

Allen Matkins

Doug Cornelius at Compliance Building took note of an Securities and Exchange Commission order issued last Friday instituting proceedings against an investment adviser, Diastole Wealth Management, Inc., for inadequate disclosure of conflicts of interest related to investments the adviser managed for a private fund client.  Although the adviser disclosed that it "may" recommend certain investments, the SEC noted that the adviser had in fact already recommended the investments.  

In general, "may" may be used to express either possibility (e.g., it may rain tomorrow) or permission (e.g., you may take the day off tomorrow).  The word itself is derived from the Old English preterit present verb mæg, which means to be able.  This meaning  can be seen in the following lines from the Old English poem, Solomon and Saturn:

Ne mæg fȳres feng ne forstes cile,
snāw ne sunne, somod eardian
(neither fire's hold nor frost's chill
 snow nor sun, may [is able to] live together)

The California Corporations Code (Section 15) defines "may" as permissive. 

If this small etymological snippet peaks a curiosity in Old English (the vernacular Germanic language in England before 1100 CE), I recently came across a book by Bruce Mitchell, An Invitation to Old English and Anglo-Saxon England, which provides a highly readable and enthusiastic introduction to the subject. 

∗ My translation

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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