News & Analysis as of

Registration Investment Adviser

SEC Updates Form ADV

The SEC has adopted final rules requiring investment advisers to provide additional information on Form ADV and other matters. The final rules: - require information about an investment adviser’s separately managed...more

Cease and Desist Proceedings Against an Asset Manager for Acting as an Unlicensed Broker-Dealer

by Pepper Hamilton LLP on

Industry participants are well-advised to review their practices to ensure compliance with the Advisers Act, and the SEC’s and SEC’s Staff’s interpretations of when registration as a broker-dealer is required....more

FINRA’s New Background Investigation Rule Will Likely Increase Firms’ Costs and Potentially Increases Exposure for Firms in...

Recently, the SEC approved FINRA’s proposed new Rule 3110(e) relating to background investigations of registered persons. FINRA Rule 3110(e), which replaces NASD Rule 3010(e) and goes into effect on July 1, 2015, streamlines...more

Increased Enforcement Activity by SEC of Registration Requirements for Foreign Broker-Dealers and Investment Advisers Servicing...

by Hodgson Russ LLP on

In 2014, the U.S. Securities and Exchange Commission (SEC) continued its crackdown against violations of, as the New York Times Dealbook calls it, “a cardinal rule of the financial industry” that financial advisers (including...more

Financial Services Weekly News Roundup - December 2014 #4

by Goodwin on

Regulatory Developments - SEC Proposes Changes to Exchange Act Registration Requirements to Implement JOBS Act Mandates - The SEC announced that it is proposing rule amendments under the Securities Exchange Act...more

CFTC Grants Family Offices Relief From Registration as Commodity Trading Advisors

The CFTC previously granted family offices no-action relief from registration as commodity pool operators. That letter did not provide an exemption from registration as a commodity trading advisor. However, the CFTC has...more

Overhaul of Washington State Investment Adviser Rules: What it Means for Hedge, Private Equity and Venture Capital Fund Managers...

by K&L Gates LLP on

In June 2014, the Washington State Department of Financial Institutions, Securities Division amended the rules applicable to investment advisers in the state of Washington in Chapter 460-24A of the Washington Administrative...more

Private Equity: The Next Wave of SEC Enforcement Actions?

by Carlton Fields on

Ever since the Dodd-Frank Wall Street Reform and Consumer Protection Act required many investment advisers to private equity funds to register with the SEC for the first time, fund managers knew that additional scrutiny might...more

SEC Integrates Two Exempt Reporting Advisers to Determine Advisers Act Registration Status

by Goodwin on

The SEC settled public administrative proceedings against TL Ventures Inc., a venture capital fund adviser (the “VC Fund Adviser”) and Penn Mezzanine Partners Management, L.P. (the “Private Fund Adviser” and with the VC Fund...more

SEC’s First Advisers Act Pay-To-Play Action

by Dorsey & Whitney LLP on

The Commission brought its first pay-to-play action involving political campaign contributions under the Investment Advisers Act. The proceeding is predicated on the integration of two firms which claimed to be exempt from...more

SEC Sanctions Non-U.S. Firm for Failing to Register as Broker-Dealer/Adviser

The SEC charged a non-U.S. multi-national financial institution with a large U.S. presence with violating federal securities laws by providing brokerage and investment advisory services to U.S. clients without registering...more

New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014....more

Credit Suisse Admits Securities Law Violations

by Dorsey & Whitney LLP on

Another example of the Commission’s new and evolving ad hoc admissions policy emerged from the settlement of an administrative proceeding with Credit Suisse Group AG. In the Matter of Credit Suisse Group AG, File No. 3-15763...more

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

The Financial Report - Volume 2, No. 22 • December 12, 2013 (Global)

by DLA Piper on

OSC to hold derivatives reporting seminar. The Ontario Securities Commission announced that it will hold a seminar on January 15, 2014, on the reporting requirements under the new Derivatives Trade Repositories and...more

SEC Staff Elaborates on Venture Capital Adviser Exemption

The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more

Private Fund Adviser Receives Exemptive Relief from Two-Year Compensation Ban under Pay-to-Play Rule Triggered by Contribution to...

by Goodwin on

An SEC-registered adviser (the “Adviser”) was granted exemptive relief pursuant to Rule 206(4)-5 (the “Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) from the Rule’s two-year prohibition on receiving...more

House Passes Bill to Restore Registration Exemption for Private Equity Fund Advisers

The United States House of Representatives passed a bill on December 4, 2013, that would restore an exemption from registration to advisers of certain private equity funds that limit leverage, an attempt to undo another...more

Division of Investment Management Closes Loophole for Fund Advisers Providing Interim Services “At Cost”

The SEC’s Division of Investment Management has closed a potential loophole in the federal securities laws through which some fund advisers may have attempted to squeeze to avoid registration....more

Proxy Advisory Firms – What About State Registration?

by Allen Matkins on

Yesterday’s post discussed why proxy advisory firms are likely to meet the definition of “investment adviser” under the Investment Advisers Act of 1940. I noted that some proxy advisory firms, such as ISS and Marco...more

Proxy Advisory Firms And Investment Adviser Registration

by Allen Matkins on

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as...more

CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape

by Reed Smith on

Background - The Commodity Futures Trading Commission (CFTC) caused quite a stir in 2012 when it changed its rules to require investment advisers to mutual funds that invest to any significant degree in derivatives, to...more

Non-U.S. broker-dealers and investment advisers may have U.S. registration requirements when existing clients relocate to the...

The SEC recently reminded non-U.S. broker-dealers and advisers with clients that relocate to the United States that they may be required to register under the U.S. securities laws. On July 31, 2013, the SEC sanctioned a...more

AIFMD: Impact on US Investment Advisers

by Dechert LLP on

In This Issue: - Introduction - Overview: Four key ways that US investment advisers are affected by AIFMD - Marketing funds in the EEA - Managing EEA domiciled funds - Sub-adviser to an EEA manager...more

"SEC Staff Warns That Advisers May Be Required to Register as Broker-Dealers"

On April 5, 2013, David W. Blass, Chief Counsel of the Securities and Exchange Commission’s Division of Trading and Markets, addressed the American Bar Association’s Trading and Markets Subcommittee.1 Mr. Blass’ remarks...more

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