Securities Exchange Act, Investment Company Act of 1940

SEC to expand “dealer” definition after adoption of two rules

Orrick, Herrington & Sutcliffe LLP on 2/19/2024

On February 6, the SEC announced its adoption of rules expanding application of the Securities Exchange Act of 1934 (the Exchange Act) to require market participants that “take on significant liquidity-providing roles” to...more

Nutter Securities Enforcement Update: January 1, 2024

Nutter McClennen & Fish LLP on 1/17/2024

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

SEC Division of Examinations Publishes 2024 Examination Priorities

BCLP on 11/14/2023

On October 16, 2023, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) published its annual Examination Priorities for 2024 (the “Exam Priorities”). Consistent with the...more

SEC Enforcement Actions Reflect Expansion of SEC’s AML Compliance Focus: Broker-Dealers, Investment Advisers, Registered...

WilmerHale on 9/29/2023

The Securities and Exchange Commission (SEC) recently announced anti-money laundering (AML)-related charges against an individual registered representative for failing to escalate red flags of potentially suspicious activity,...more

Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

Morrison & Foerster LLP on 7/6/2023

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers...more

SEC Compliance Internal Audit Tips: 4 Things You Should Know

Oberheiden P.C. on 1/25/2023

Regulated securities firms need to take significant actions to ensure that their company is complying with the legal requirements set out by regulations promulgated by the U.S. Securities and Exchange Commission (SEC) and the...more

SEC Adopts Final Rules to Enhance the Reporting of Proxy Votes by Registered Management Investment Companies and Require the...

Dechert LLP on 11/7/2022

On November 2, 2022, the Securities and Exchange Commission, by a three-to-two vote, adopted amendments to Form N-PX under the Investment Company Act of 1940, to improve the utility to investors of proxy voting information...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on 9/7/2022

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

First-of-a-Kind Crypto Insider Trading Prosecution: SEC-v-Wahi et al Action May Have Broad Implications Across the Digital Asset...

ArentFox Schiff on 8/9/2022

As use of cryptocurrency investment has increased throughout the world, regulators have faced a bevy of novel questions, especially related to applying different strains of law to regulate novel digital assets. To date,...more

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on 5/6/2022

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

Morrison & Foerster LLP on 4/11/2022

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

Goodwin on 3/14/2022

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

SEC Proposes Enhanced Proxy Voting Disclosures for Investment Funds and Institutional Investment Managers

Kilpatrick on 12/14/2021

With the stated goal of making it easier for investors to identify votes of interest and compare and analyze voting records, on September 29, 2021, the SEC released a proposed rule and amendments to Form N-PX (collectively,...more

SEC Proposes Rules for Enhanced Reporting of Proxy Voting by Registered Investment Companies and Reporting on Executive...

Faegre Drinker Biddle & Reath LLP on 10/20/2021

On September 29, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Form N-PX to provide greater transparency to the information registered management investment companies (Funds) report about...more

SEC Proposes to Amend Form N-PX

Troutman Pepper on 10/6/2021

On September 29, the Securities and Exchange Commission (SEC) proposed to amend Form N-PX under the Investment Company Act of 1940 (Investment Company Act) to enhance the information mutual funds, exchange-traded funds...more

Fast Facts on the Top 10 Relevant Regulatory Areas for Real Estate Fund Managers

Allen Matkins on 5/6/2021

There are many advantages to forming a commingled real estate investment fund. These include providing a pool of capital to draw upon quickly as competitive opportunities arise and allowing an investor to build a brand as an...more

SBA Implemented Changes to PPP as a Part of American Rescue Plan Act

Goodwin on 3/25/2021

In this Issue. The federal bank regulatory agencies announced that the temporary change to the supplementary leverage ratio for depository institutions will expire as scheduled on March 31, 2021; the Small Business...more

Fund Adviser Exemptions Primer– Redux

Fox Rothschild LLP on 3/9/2021

I never find it boring to review the investment adviser exemptions for private fund managers. Apparently, I am not the only one since this is a question we frequently field. Initially, private fund manager investment...more

SEC Permits Use of Electronic Signatures in EDGAR Filings

McGuireWoods LLP on 12/29/2020

On Nov. 17, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Rule 302 of Regulation S-T to permit the use of electronic signatures, along with conforming changes to...more

SEC Adopts Rules To Allow Use of Electronic Signatures

Skadden, Arps, Slate, Meagher & Flom LLP on 11/24/2020

On November 17, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Rule 302(b) of Regulation S-T (Rule 302(b)), which permits registrants and others to use electronic signatures in documents...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 Approves New ETF Listing Rules for Nasdaq, Cboe and NYSE Arca

Faegre Drinker Biddle & Reath LLP on 4/23/2020

In April 2020, the Securities and Exchange Commission (SEC) approved rule change proposals of the three primary listing exchanges for exchange-traded funds (ETFs). The new rules extend automatic listing to all ETFs that are...more

Newsflash: SEC Grants Requests to Automatically List Rule 6c-11 ETFs

Dechert LLP on 4/9/2020

On April 6, 2020, the Securities and Exchange Commission granted the request of Cboe BZX Exchange, Inc. (CBOE) to change BZX Rule 14.11(1).This will accelerate approval of Exchange-Traded Fund shares and series of ETF shares...more

California State Court Declines to Expand Standing for Claims Under 1933 Act

Sheppard Mullin Richter & Hampton LLP on 2/4/2020

In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...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

Securities Exchange Act › Investment Company Act of 1940

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