Ropes & Gray’s PEP Talk: General Solicitation by Private Equity Funds Under 506(c)
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more
The Securities and Exchange Commission issued notices of its intent to grant multiple share class exemptive relief for seven private business development companies (“BDCs”). The SEC issued a no-action letter that removes a...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
In Kraft (Re), 2023 ONCMT 36 (“Kraft”), a recent decision of Ontario’s Capital Markets Tribunal (the “Tribunal”), the panel considered the meaning of the “necessary course of business” (“NCOB”) exception to the general...more
Following up on our previous alerts looking at the Securities and Exchange Commission’s proposed rule for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the Proposed Rule) and its GHG...more
More than a year after creating its Climate and ESG Task Force in March 2021, the Securities and Exchange Commission’s ESG-related enforcement goals are finally being realized. The SEC recently brought a fraud action against...more
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
With 2018 now in the rearview mirror, we summarize several of the encouraging regulatory developments for business development companies (“BDCs”) that occurred during 2018. ...more
On March 12, 2018, the United States Securities & Exchange Commission (the “SEC”) fined a late-stage private company $160,000 as a result of its failure to comply with the enhanced disclosure requirements of Rule 701 in...more
At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more
Valuation is typically near the top of the list when the SEC’s enforcement division and exam staff disclose their priority topics for private funds. We expect that trend to continue and, if anything, the focus on valuation...more
On October 30, 2015, the Securities and Exchange Commission (“SEC”), by a 3-1 vote, adopted the long-anticipated final rules permitting federal crowdfunding (“Title III Crowdfunding”), providing a potentially attractive...more
Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. Schwab...more
The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more
On September 16, the SEC released its updated compliance and disclosure interpretations for the rules adopted under Regulation AB, the Securities Act and the Exchange Act. Among others, the updated interpretation clarified...more
The District of Columbia Circuit Court of Appeals Tuesday rejected a challenge to the SEC’s investment-adviser pay-to-play rule, holding that two state Republican Party organizations filed it almost four years too late....more
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more