News & Analysis as of June 2, 2025

Investment Management

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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 Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

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

Ropes & Gray LLP on 2/12/2025

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

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

Nutter McClennen & Fish LLP on 2/4/2025

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

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

Latham & Watkins LLP on 9/30/2024

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

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

Stark & Stark on 6/24/2024

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

Second Circuit Provides Guidance on Delegation of Beneficial Ownership in Short-Swing Trading Case Brought Under Section 16 of the...

Akin Gump Strauss Hauer & Feld LLP on 12/4/2020

In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more

SEC Adopts New Rule for Fund of Fund Arrangements

Skadden, Arps, Slate, Meagher & Flom LLP on 11/6/2020

On October 7, 2020, the Securities and Exchange Commission (SEC) adopted Rule 12d1-4 (Final Rule or Rule 12d1-4) under the Investment Company Act of 1940 (1940 Act) in an effort to streamline and enhance the regulatory...more

SEC Proposes New Rules that would Exempt Certain “Finders” from Registration as Brokers

Seyfarth Shaw LLP on 10/15/2020

Seyfarth Synopsis: The Securities and Exchange Commission currently takes the view that "finders" who introduce potential investors to a company must register as brokers if they receive compensation based on the amount of...more

SEC proposes narrow broker-dealer registration exemption for finders

Hogan Lovells on 10/15/2020

The U.S. Securities and Exchange Commission (SEC) proposed a new exemptive order on Wednesday, October 7, which would exempt certain “finders” from broker-dealer registration under Section 15(a) of the U.S. Securities...more

SEC Proposes to Increase 13F Threshold to $3.5 Billion

Akin Gump Strauss Hauer & Feld LLP on 7/14/2020

On July 10, 2020, the Securities and Exchange Commission (SEC) proposed to increase the filing threshold for Form 13F to $3.5 billion (35 times larger than the current $100 million threshold), revise the requirements for...more

SEC Proposes Increase for 13F Threshold

Sullivan & Worcester on 7/13/2020

The SEC has proposed to amend Form 13F to update the reporting threshold for institutional investment managers from $100 million to $3.5 billion. The threshold has not been adjusted in over 40 years. Section 13(f) of the...more

Second Circuit Holds Section 16 Plaintiff Needs to Identify an Issuer-Specific Agreement to Establish Creation of a Group Among...

Akin Gump Strauss Hauer & Feld LLP on 5/26/2020

- The 2nd Circuit has affirmed two lower court decisions dismissing complaints alleging violations of Section 16(b) of the Securities Exchange Act. In so holding, the 2nd Circuit ruled that an investment advisor’s client does...more

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on 2/13/2020

The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

It’s the Final Countdown: Being Prepared for Regulation Best Interest

Winstead PC on 1/9/2020

Last year the U.S. Securities and Exchange Commission (“SEC”) approved Regulation Best Interest (“Reg BI”). Reg BI requires broker-dealers and their associated persons to act in “the best interest” of a retail customer when...more

SEC Re-Proposes New Rule Governing Funds’ Use of Derivatives

Vedder Price on 12/23/2019

On November 25, 2019, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) re-proposed a new exemptive rule under the Investment Company Act of 1940, as amended (the “1940 Act”)—Rule 18f-4 (the...more

SEC Warns Advisers to Up Their Game on Proxy Voting

Katten Muchin Rosenman LLP on 9/11/2019

On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

Perkins Coie on 9/3/2019

The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

Private Equity And Hedge Funds: Regulatory Analysis And Structural Overview

Fox Rothschild LLP on 8/20/2019

Within the private equity fund arena, there are various well-recognized categories of private equity funds. Those funds include, among others: venture capital funds; leveraged buyout or merchant banking funds; hedge funds;...more

D.C. Circuit Clarifies "Willfulness" Requirement For Investment Advisers Act Violations, In Decision With Possible Ramifications...

A&O Shearman on 5/7/2019

On April 30, 2019, the United States Court of Appeals for the District of Columbia Circuit vacated an aggregate $150,000 in fines that the U.S. Securities and Exchange Commission (“SEC”) had levied against an investment...more

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on 1/22/2019

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

Investment Services Regulatory Update - November 2017

Vedder Price on 11/21/2017

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

SEC Provides Guidance on Venture Capital Fund Advisers Exemption

Stinson - Corporate & Securities Law Blog on 9/28/2015

Investment advisers to venture capital funds are exempt from registration under the Investment Advisors Act if certain requirements are met. Amongst those requirements is that certain investments be made in qualifying...more

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