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Securities Exchange Act › Investment Adviser

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Morgan Lewis

Modernizing FINRA Rules for Member Workplaces: A Call for Comments

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FINRA previously announced in Regulatory Notice 25-04 that it is launching a broad review to modernize its rules regarding member firms and associated persons and identified the modern workplace as its area of initial focus....more

Winstead PC

Trusts as Qualified Clients: Understanding the Qualified Client Threshold for Trusts Investing in Private Securities - March 2025

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This article is the second of a three-part series discussing trusts in the context of certain common investor thresholds for investment in private securities. This article will examine trusts as “qualified clients” under the...more

Ropes & Gray LLP

Ropes & Gray’s Investment Management Update December 2024 – January 2025

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On February 7, 2025, the SEC issued an order postponing compliance requirements with Rule 13f-2 under the Securities Exchange Act and reporting requirements on Form SHO. As a result, initial Form SHO reports from...more

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act - UPDATED February 2025

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This legal update summarizes (a) the reporting requirements under Section 13(d), (f), (g) and (h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own or...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Allen Matkins

SEC Settles "Charges" For Failure To File Timely Form D

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Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered...more

Holland & Knight LLP

A Long Winter's Nap? SEC Off-Channel Communications Enforcement May Draw to a Close

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The SEC's wave of enforcement actions concerning "off-channel" communications did not abate in 2024. In total, the SEC announced more than 70 firms agreed to pay more than a half-billion dollars combined to settle charges for...more

Morrison & Foerster LLP

SEC Division of Examinations 2025 Exam Priorities – a Focus on Artificial Intelligence, Private Funds, and Cybersecurity

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On October 21, 2024, the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) announced its 2025 Examination Priorities (the “2025 Priorities”), highlighting areas that it expects to target...more

BCLP

SEC Division of Examinations publishes 2025 Examination Priorities

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On October 21, 2024, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) published its annual Examination Priorities for 2025 (the “Exam Priorities”). Below is a...more

Latham & Watkins LLP

SEC Brings Charges for Failure to File Forms 13F (Investment Manager Share Positions) and 13H (Large Trader Registration)

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The SEC’s September 17, 2024, actions signal its commitment to penalize non-compliance, while encouraging market participants to self-report violations. On September 17, 2024, the US Securities and Exchange Commission...more

Stark & Stark

More Than $390 Million in Penalties for Recordkeeping Failures

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The Securities and Exchange Commission (SEC) announced charges against 26 broker-dealers, investment advisers, and dually-registered firms for widespread and longstanding failures to maintain and preserve electronic...more

Seward & Kissel LLP

SEC Charges Publisher for Manipulation Scheme Targeting Retail Investors

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Who may be interested: Investment Advisers - Quick Take: The SEC filed a complaint in federal court charging activist short publisher Andrew Left and Citron Capital, LLC, an investment adviser he operated, with securities...more

Vedder Price

Fifth Circuit Court of Appeals Vacates SEC's 2022 Rescission of Certain 2020 Amendments to Proxy Rules

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On June 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s 2022 rescission of certain rule amendments regarding proxy advisory firms, holding that the SEC’s explanation for rescinding the amendments...more

Stark & Stark

Navigating the New Compliance Landscape: Understanding Rule 14Ad-1 and Form N-PX Filing

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New Rule 14Ad-1 takes effect on July 1, 2024, with filing of Form N-PX due on August 31, 2024, for votes during the July 1, 2023 to June 30, 2024 reporting period. ...more

Vedder Price

SEC Settles Charges Against Dually-Registered Broker-Dealer and Adviser for Alleged Failure to Address Conflicts of Interest

Vedder Price on

On May 21, 2024, the SEC announced the settlement of administrative proceedings brought against a dually-registered broker-dealer and investment adviser for its alleged failure to address conflicts of interest in compliance...more

Wilson Sonsini Goodrich & Rosati

Looking Ahead to T+1 Settlement for Broker-Dealer Securities Transactions

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Beginning May 28, 2024, the standard settlement cycle for most broker-dealer securities transactions will be one business day (T+1) following a trade instead of two business days (T+2), which has been the standard since 2017....more

BCLP

Regulators Impose Extraordinary Fine Amounts in Recent Off-Channel Communications Enforcement Actions

BCLP on

The Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) have, in two separate recent settled enforcement actions involving off-channel communications (“OCC”), imposed fine...more

Seward & Kissel LLP

SEC Releases Materials on T+1 Settlement Cycle Adoption in Advance of May Compliance Date

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Who may be interested: Registered-Investment Companies; Investment Advisers; Broker-Dealers - Quick Take: In May 2023, the SEC adopted several Rules and Rule amendments which, among other things, shorten the standard...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: April 18, 2024

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Vedder Price

SEC Staff Risk Alert Focuses on Preparations for T+1 Settlement

Vedder Price on

On March 27, 2024, the staff of the SEC’s Division of Examinations issued a risk alert highlighting its intent to focus, during examinations and outreach on market participants’ preparations for the shortening of the standard...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2024

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for February 2024

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Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s expanded definition of securities dealers; - •An...more

Jones Day

Who Needs Customers, Anyway? New SEC Rules Turn Traders Into Dealers

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The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more

Morgan Lewis

SEC Adopts New Dealer Rules to Capture Liquidity Providers

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On February 6, 2024, the US Securities and Exchange Commission (SEC) adopted new Rules 3a5-4 and 3a44-2 (the Final Rules) under the Securities Exchange Act of 1934 (the Exchange Act) to further define what it means to be...more

Troutman Pepper Locke

How to Avoid a Similar Fate? SEC Charges Firms With Record-Keeping Violations for Off-Channel Communications

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On February 9, the Securities and Exchange Commission (SEC) announced settlements with 16 firms relating to record-keeping violations stemming from off-channel communications totaling $81 million. The 16 firms were five...more

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