Securities Exchange Act, Investment Funds

Reminder for all 13F Filers: Form N-PX is due this month - by August 31, 2024

WilmerHale on 8/23/2024

Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities...more

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

Whitman Legal Solutions, LLC on 10/31/2022

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

Payday Lender Ordered to Pay $39 Million in Misappropriated Funds Suit

Sheppard Mullin Richter & Hampton LLP on 7/22/2022

On June 29, a Florida court issued a final judgment against a Miami-based payday lender and its CEO resolving allegations that the defendants misappropriated investor funds. According to the complaint, the business...more

Material Investment Management Developments and Template Annual Compliance Checklists for Registered Investment Advisers, Exempt...

Lowenstein Sandler LLP on 5/5/2022

Summaries of recent legislative and regulatory developments with respect to: •SEC’s 2022 Examination Priorities • Proposed Amendments to Form PF Requirements- •Proposed New Rules Applicable to Private Fund Advisers and...more

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on 12/28/2021

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...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

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 To Raise Form 13F Reporting Threshold From $100 Million to $3.5 Billion

Skadden, Arps, Slate, Meagher & Flom LLP on 7/23/2020

On July 10, 2020, the Securities and Exchange Commission (SEC) voted 3-1 to approve proposed rules that, among other things, would raise the Form 13F reporting threshold for institutional investment managers (managers) from...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 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 Accuses Issuer and CEO of Violating Whistleblower Protection Laws to Silence Investor Complaints

Kramer Levin Naftalis & Frankel LLP on 12/3/2019

On Nov. 4, 2019, the Securities and Exchange Commission (SEC) filed an amended complaint against Collectors Café and its CEO, Mykalai Kontilai, to add charges against defendants for alleged violations of whistleblower...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

California Ponders Mandating That Brokers And Investment Advisers Report Financial Elder Abuse

Allen Matkins on 3/6/2019

The California Elder Abuse and Dependent Adult Civil Protection Act mandates reporting of suspected financial abuse of an elder or dependent adult. Cal. Welf. & Inst. Code § 15630.1. Under the act, a "mandated reporter of...more

SEC Proposes Reform of "Test-the-Waters" Communications Rules

Proskauer Rose LLP on 2/22/2019

On February 19, 2019, the Securities and Exchange Commission (the "SEC") proposed Rule 163B under the Securities Act of 1933, as amended (the "Securities Act"), which would permit all prospective issuers, including registered...more

An A Isn't the Same for Everyone — Why Regulation A+ Might be a B or C for Real Estate Funds

Whitman Legal Solutions, LLC on 1/14/2019

Regulation A+ - In 2015, the US Securities and Exchange Commission (SEC) adopted what has become known as Regulation A+. Like transposing instruments, Regulation A+ was designed to make it easier for small businesses to...more

Token Taxonomy Act Seeks to Provide Regulatory Clarity to Crypto Industry

Farella Braun + Martel LLP on 1/14/2019

Two United States congressmen introduced legislation in late December that would exclude certain digital currencies from being defined as securities – a bill that, if enacted, may finally provide the cryptocurrency industry...more

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

Skadden, Arps, Slate, Meagher & Flom LLP on 12/7/2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

SEC Focuses on Initial Coin Offerings: Tokens May Be Securities Under Federal Securities Laws

Dechert LLP on 9/13/2017

The U.S. Securities and Exchange Commission (SEC) has recently taken several actions to make clear that it is focused on and actively monitoring the rapidly growing market for so-called “token sales” or “initial coin...more

Resources on Crypto-Tokens and Securities Law

Perkins Coie on 6/5/2017

The following resources take a deep dive into the issues surrounding crypto-tokens and securities law and recognize that, when properly designed, some tokens may not meet the Howey test...more

New FINRA Capital Acquisition Broker Rules May Offer Limited Relief to Private Investment Fund Advisers

Jackson Walker on 11/18/2016

The U.S. Securities and Exchange Commission (“SEC”) recently approved a Financial Industry Regulatory Authority (“FINRA”) proposal to adopt a new regime for the regulation of electing broker-dealer firms that meet the...more

Three Immigration Lawyers Sanctioned by the SEC for Brokering EB-5 Investments

Mintz - EB-5 Financing Viewpoints on 8/24/2016

The Securities and Exchange Commission (SEC) has just published three new decisions in connection with administrative proceedings against two well known immigration lawyers, as well as against a third lawyer. One party has...more

One Size for All: Increased Private Placement Reporting Begins June 30

Blake, Cassels & Graydon LLP on 4/25/2016

Effective June 30, 2016, issuers will have to report prospectus-exempt distributions that settle on or after that date in any Canadian jurisdiction using a new, harmonized Form 45-106F1 (New Form), with significantly...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

Dechert LLP on 2/9/2016

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

This Week In Securities Litigation

Dorsey & Whitney LLP on 10/16/2015

The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more

SEC Charges EB-5 Brokers For Not Registering

Carlton Fields on 10/5/2015

Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

Securities Exchange Act › Investment Funds

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