Episode 5: Business Divorce, Delaware Style
On September 5, the U.S. Securities and Exchange Commission (SEC) announced enforcement actions against five investment advisers for violating Rule 206(4)-2 (the Custody Rule) and Rule 204-1(a) (the ADV Reporting Rule) of the...more
Until recently, the nature of ownership of assets on deposit with a third party was not controversial. If a local bank branch goes bankrupt, the cash or other assets deposited with the bank belonged to individual...more
On February 15, 2023, the Securities and Exchange Commission (SEC) proposed new rules and amendments (Proposal) to Rule 206(4)-2 (Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act)....more
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) released a proposed rule change (the Proposed Rule) redesignating the “custody rule” (i.e., Rule 206(4)-2 of the Investment Advisers Act of 1940, as...more
The Court of Chancery recently denied a petition to appoint a custodian for a defunct Delaware corporation under 8 Del. C. § 226(a)(3) because the petitioner sought to use the company as a blank check company. In In re Forum...more
In re Forum Mobile, Inc., C.A. 2020-0346-JTL (Del. Ch. Mar. 18, 2021) - The Court of Chancery has the inherent authority to appoint an amicus curaie if the Court believes it would benefit from a more fulsome presentation...more
THE SITUATION: In recent years, cryptocurrency has presented an exciting opportunity to invest in a new asset class—at the cost of accepting certain risks. Unlike traditional financial assets, cryptocurrency has lacked...more
The U.S. Securities and Exchange Commission (“SEC”) issued a statement in response to the Wyoming Division of Banking’s No-Action Letter on Custody of Digital Assets and Qualified Custodian Status....more
A. Adoption in 1962 - The SEC has regulated custodial practices of investment advisers since 1962, when it first adopted rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”) under...more
The SEC staff has issued a no-action letter to Madison Capital Funding LLC, allowing the registered investment adviser to conduct certain loan syndication activities despite its inability to comply with certain requirements...more
On August 25, 2016, the Securities and Exchange Commission (SEC) adopted amendments to Form ADV and to several rules under the Investment Advisers Act of 1940 (Advisers Act) (collectively, the Amendments). The SEC adopted the...more
The Securities and Exchange Commission (SEC) recently amended Form ADV to require investment advisers to disclose more information about their separately managed account business, aggregate data related to the use of...more
With so much potentially at stake, the initial steps and strategic decisions taken in any company investigation are critical to setting the tone for a focused, credible and effective inquiry. This is paramount not only for...more