News & Analysis as of

Corporate Governance Investment Company Act of 1940

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....more

Akin Gump Strauss Hauer & Feld LLP

SEC Marketing Rule Compliance: Updated FAQ

The staff of the Division of Investment Management has prepared the following responses to questions related to the adoption of amendments to rule 206(4)-1 under the Investment Advisers Act of 1940 in December 2020. The staff...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

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By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

BCLP

SEC Adopts Tough New Rules for SPACS: New Guidance for All Companies on Projections

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On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

Venable LLP

Protecting Closed-End Investment Companies under Maryland Law

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Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

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On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Morrison & Foerster LLP

ESG Claim to Fame: Addressing Fund Names and Safeguarding Investor Expectations Under the SEC's Amended Names Rule

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Regulators across the globe continue to focus on disclosures and marketing relating to environmental, social, and governance (ESG) issues. Consistent with this trend, on September 20, 2023, the U.S. Securities and Exchange...more

Goodwin

SEC Adopts Proxy Reporting Rule and Form Amendments

Goodwin on

The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the “amendments”). The amendments that are applicable to mutual...more

Vinson & Elkins LLP

Don’t Forget the G: After Years of “Environmental” and “Social” Regulations and Enforcement, the SEC’s Recent Priorities...

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The SEC has been busy under the Biden administration. From rulemaking to enforcement, the agency is pushing boundaries and expanding its reach into new and active areas of the market....more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

K&L Gates LLP

Registered Funds and the New ESG Rule Proposals: Everything You Wanted to Know (But Were Afraid to Ask)

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EXECUTIVE SUMMARY - On 25 May 2022, the Securities and Exchange Commission (SEC) proposed a series of amendments (the Proposed Amendments) to rules and reporting forms, which purport to provide investors with additional...more

Jones Day

SEC Proposes New Disclosure Requirements for ESG Funds

Jones Day on

What Happened  On May 25, 2022, the SEC voted 3–1 to propose amendments to: (i) the "Names Rule" (Rule 35d-1) under the Investment Company Act of 1940 ("1940 Act") and (ii) rules and forms under both the Investment Advisers...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - July 2021

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REGULATORY UPDATES - SEC Leadership Changes - On April 17, 2021, Gary Gensler was sworn into office as the Chair of the Securities and Exchange Commission (the “SEC”). Gensler served as chair of the U.S. Commodity Futures...more

Morgan Lewis

SEC Modernizes Framework for Fund Valuation Practices

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Financial markets and fund investment practices have changed substantially since the US Securities and Exchange Commission (SEC) last addressed fund valuation comprehensively 50 years ago. In adopting Rule 2a-5 on December 3,...more

Eversheds Sutherland (US) LLP

What are DRMs and do you need one? SEC adopts framework for derivatives use by registered funds and BDCs

On October 28, 2020, the U.S. Securities and Exchange Commission (the SEC) voted 3-2 to adopt Rule 18f-4 (the Final Rule) under the Investment Company Act of 1940 (the 1940 Act), which establishes a comprehensive framework...more

Eversheds Sutherland (US) LLP

SEC creates fast track for exemptive applications

On July 6, 2020, the US Securities and Exchange Commission (the SEC) announced that it voted to adopt rule amendments (the Amended Rule) intended to improve the efficiency of the exemptive application review procedures...more

Proskauer Rose LLP

UPDATE: SEC Extends Relief for In-Person Meetings of Fund Boards Through December 31, 2020

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On Friday, June 19, 2020, the U.S. Securities and Exchange Commission (the "SEC") issued an order (the "Order") under the Investment Company Act of 1940, as amended (the "1940 Act"), extending the duration of...more

Eversheds Sutherland (US) LLP

The SEC extends relief from in-person board meeting requirement for investment companies

On March 13, 2020, and March 25, 2020, the Securities and Exchange Commission (the SEC) issued exemptive orders (the March Orders) under the Investment Company Act of 1940 (the 1940 Act) providing regulatory relief for...more

Eversheds Sutherland (US) LLP

The SEC proposed amendments to modernize fund valuation practices

On April 21, 2020, the Securities and Exchange Commission (SEC) announced the proposal of new Rule 2a-5 (the Proposed Rule) under the Investment Company Act of 1940, as amended (the 1940 Act), that would establish a framework...more

McDermott Will & Emery

COVID-19 Considerations for Private Investment Funds

The recent coronavirus pandemic presents significant challenges for private investment fund sponsors. Navigating these challenges requires proactively addressing risks and thoughtfully considering the following issues...more

Eversheds Sutherland (US) LLP

Coronavirus – The SEC provides relief for investment companies

On March 13, 2020, the SEC issued an exemptive order under the Investment Company Act of 1940 (the “1940 Act” and the “1940 Act Order”) providing relief for registered management investment companies and business development...more

Morgan Lewis

SEC Provides Relief for Funds and Advisers Impacted by Coronavirus (COVID-19)

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The US Securities and Exchange Commission on March 13 announced temporary regulatory relief for registered investment advisers and exempt reporting advisers as well as for registered funds, registered unit investment trusts,...more

Vedder Price

SEC Issues New Exemptive Order in Response to COVID-19

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On March 13, 2020, the staff of the Securities and Exchange Commission (“SEC”) issued an exemptive order providing relief from certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), to...more

Troutman Pepper

SEC Grants Relief to Funds and Advisers Related to COVID-19 Outbreak

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As a result of the current and potential effects of COVID-19, the SEC has relaxed certain requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and rules under the Acts....more

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