News & Analysis as of

Securities and Exchange Commission (SEC) Fair Value Standard

Vinson & Elkins LLP

SEC 2023 Examination Priorities

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On February 7, 2023, the Securities and Exchange Commission’s Division of Examination (the “Division”) announced its 2023 examination priorities to “provide insights into its risk-based approach, including the areas it...more

Dechert LLP

U.S. Treasury Implements Significant Changes to TIC SLT Form: Implications for Investment Managers

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Effective for reports as of November 2022 (i.e., those reports due in December 2022) and afterwards, the U.S. Department of Treasury (Treasury) has implemented important and significant changes to the reporting requirements...more

Seward & Kissel LLP

Withdrawal of SEC Staff Guidance and Letters Related to Fund Fair Valuation Rule and Adviser Marketing Rule

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The SEC staff recently announced the withdrawal or modification of certain staff guidance and no-action letters (“Staff Statements”) in connection with the compliance dates of Rule 2a-5 under the Investment Company of 1940...more

Seward & Kissel LLP

FASB Issues Accounting Guidance on Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

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The Financial Accounting Standards Board (FASB) recently issued an Accounting Standards Update (Update) to (1) clarify guidance in Topic 820, Fair Value Measurement, on measuring the fair value of an equity security that is...more

Foley & Lardner LLP

Public Company Pay Versus Performance Rules May Affect Pay Practices

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On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more

WilmerHale

SEC Adopts SAB 120 to Address Spring-Loaded Compensation Awards

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Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more

Opportune LLP

Providing Clarity Around SEC Statement On SPAC Warrant Accounting

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Find out why the recent guidance from the SEC on how SPAC warrants are classified requires careful consideration of the specific facts and circumstances for each entity and each contract....more

Goodwin

CFPB To Revisit Trump-Era QM Final Rules

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In this Issue. The Consumer Financial Protection Bureau (CFPB) issued a statement announcing its intention to revisit Trump-era qualified mortgage (QM) final rules; the Biden Administration announced changes to the Small...more

Goodwin

SEC Updates Regulatory Framework For Good Faith Determinations Of Fair Value

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On December 3, 2020, the U.S. Securities and Exchange Commission (the “SEC”) voted to adopt new Rule 2a-5 (the “Fair Value Rule”) under the Investment Company Act of 1940 (the “1940 Act”), which addresses the valuation...more

Dechert LLP

SEC Rulemaking: Good Faith Determinations of Fair Value Under the Investment Company Act

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The U.S. Securities and Exchange Commission on December 3, 2020 adopted a long-anticipated rule for the fair valuation of fund investments. Rule 2a-5 under the Investment Company Act of 1940 (final rule or rule): defines...more

Dechert LLP

Newsflash: SEC Adopts Fund Fair Valuation Rule

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On December 3, 2020, the U.S. Securities and Exchange Commission adopted a long-anticipated rule for the fair valuation of fund investments. Rule 2a-5 under the Investment Company Act of 1940 (final rule) establishes...more

Foley & Lardner LLP

Foley Regulatory Alert: SEC Modernizes Framework for Registered Fund Valuation Practices

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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

Morrison & Foerster LLP

Newly Released SEC Statement Permits Closed-End Funds’ Reliance On Control Share Acquisition Statutes As Defensive Measure

On May 27, 2020, the staff of the SEC’s Division of Investment Management (the “Division”) issued a new statement (the “Staff Statement”) addressing the intersection between state control share acquisition statutes and the...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes New Valuation Framework for Funds and BDCs

Section 2(a)(41)(B) of the Investment Company Act of 1940 (1940 Act) requires that portfolio securities without readily available market quotations be valued at “fair value as determined in good faith by the board of...more

Dechert LLP

SEC Rule Proposal: Good Faith Determinations of Fair Value Under the Investment Company Act

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The U.S. Securities and Exchange Commission on April 21, 2020 proposed a long-anticipated framework for fair valuation of fund investments. Proposed Rule 2a-5 under the Investment Company Act of 1940 would establish...more

Robinson & Cole LLP

Fund Valuations – A New Way to Keep Score

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The Securities and Exchange Commission (SEC) recently voted to propose a new Rule 2a-5 under the Investment Company Act of 1940 (1940 Act), which would provide for a new framework for funds’ fair value determinations when a...more

Perkins Coie

SEC Proposes Regulations for Determining Fair Value of Securities Held by Investment Companies

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The Securities and Exchange Commission (Commission) delivered its long-promised and needed update to guidance on determining the fair value of securities under the Investment Company Act of 1940 (1940 Act) on April 21, 2020....more

Goodwin

SEC Proposes New Rule to Change Regulatory Framework for Fund Boards in Making Good Faith Determinations of Fair Value

Goodwin on

On April 21, 2020, the U.S. Securities and Exchange Commission (the “SEC”) voted to propose new Rule 2a-5 (the “Proposed Rule”) under the Investment Company Act of 1940 (the “1940 Act”) that, if adopted, would establish a...more

K&L Gates LLP

SEC Proposes New Fair Value Rule 2a-5

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The Securities and Exchange Commission (“SEC”) on April 21, 2020, proposed a new rule to codify fair valuation requirements for funds registered under the Investment Company Act of 1940, as amended (“1940 Act”). ...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes New Valuation Practice Framework for Funds and BDCs

Last Monday, the Securities and Exchange Commission (SEC) voted to propose new Rule 2a-5 under the Investment Company Act of 1940 (1940 Act) establishing a framework for funds’ fair value determinations (Proposed Rule)....more

Dechert LLP

Newsflash: SEC Proposes Fund Valuation Rule

Dechert LLP on

On April 21, 2020, the U.S. Securities and Exchange Commission proposed a long-anticipated framework for valuation of fund investments. Proposed Rule 2a-5 under the Investment Company Act of 1940 would establish requirements...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

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