News & Analysis as of September 24, 2024

Securities Exchange Act › Private Funds

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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

Top 5 SEC Enforcement Developments for February 2024

Morrison & Foerster LLP on 3/26/2024

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

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

RIA Regulatory Review - October 2023

Dorsey & Whitney LLP on 10/16/2023

This RIA Regulatory Review highlights certain key regulatory developments affecting investment advisers. Please contact us with any questions on the topics covered below. The SEC Adopts Significant New Rules for Private...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

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

Goodwin on 1/27/2023

The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

SEC Extends Comment Periods for Recent Rulemakings. Applaud the Move or Criticize the Need To Take Action At All?

Goodwin on 5/11/2022

On May 9, 2022, the SEC extended the comment periods for proposed rulemaking on climate-related disclosures and reopened the comment period for proposed rulemaking relating to private funds and what it means to be an...more

Novel Enforcement for Novel Schemes: Emerging Trends in Securities Enforcement

Vinson & Elkins LLP on 3/10/2022

This was the main takeaway from the Securities Enforcement in the Biden Administration panel at the American Bar Association’s 37th National Institute on White Collar Crime, which included among its speakers Erin Schneider,...more

District Court Endorses SEC’s “Shadow Insider Trading” Theory – An Analysis of the Court’s Decision and its Potential Implications...

Akin Gump Strauss Hauer & Feld LLP on 1/26/2022

As previously reported, in August 2021, the U.S. Securities and Exchange Commission filed a complaint in SEC v. Panuwat, initiating the first enforcement action seeking to proscribe as prohibited insider trading the practice...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

ESG And Investment Managers

Morrison & Foerster LLP on 6/15/2020

A Subcommittee of the SEC Investor Advisory Committee has issued a recommendation relating to ESG disclosures for issuers, and this was a focus at the Asset Management Advisory Committee on May 27. Not only did they raise...more

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

Sullivan & Worcester on 1/3/2020

The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

Private Funds and Managers – Navigating Broker-Dealer Requirements

Foley & Lardner LLP on 11/21/2017

When looking to raise capital, broker-dealer compliance may not be at the forefront of a private fund manager’s mind. However, engaging individuals (including the fund manager’s employees) or firms to identify, introduce or...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

SEC Fines Private Equity Adviser for Failing to Register as a Broker-Dealer

Latham & Watkins LLP on 6/29/2016

The action may have significant implications for PE advisers performing brokerage services; highlights SEC’s focus on advisers receiving transaction-based compensation. On June 1, 2016, the Securities and Exchange...more

FINRA’s Proposed Limited Broker Regime Falls Short of Private Fund Needs

Latham & Watkins LLP on 3/20/2014

FINRA proposes a new “lite” registration regime for private placements and M&A activity. The Financial Industry Regulatory Authority’s (FINRA) recently issued Regulatory Notice regarding proposed rules (Proposed...more

Private Funds In Focus - Winter 2014

Proskauer Rose LLP on 1/27/2014

Year End Update – Compliance: Certain Upcoming U.S. Regulatory Deadlines - The list below briefly summarizes various regulatory obligations and filing deadlines for private fund managers under U.S. rules....more

SEC Staffer Cautions Private Funds Industry on Potential Broker Registration Issues

Proskauer Rose LLP on 4/29/2013

In a recent speech given to the ABA Trading and Markets Subcommittee, David W. Blass (Chief Counsel of the SEC's Division of Trading and Markets) focused on a number of activities commonly conducted by private fund advisers...more

Recent SEC Actions Focus on Broker-Dealer Activity of Private Funds, Highlight Perils, and Generate Controversy

Dechert LLP on 4/22/2013

A recent public statement by a member of the senior staff (“Staff”) of the Securities and Exchange Commission (“SEC”) and recent SEC enforcement actions have reminded private equity and other private fund managers (such as...more

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Securities Exchange Act › Private Funds

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