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Are You a Fund Manager Looking to Set Up a Separate Entity and Avoid Registration? Recent SEC Enforcement Action Highlights Risks...

In a recent enforcement action announced by the Securities and Exchange Commission (SEC), the issue of how one investment adviser can affect the exemption status of related advisers under the Investment Advisers Act of 1940...more

FinCEN Issues Final Rule Requiring Investment Advisers to Establish Anti-Money Laundering Programs

On August 28, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule that expressly includes certain investment advisers in the definition of a “financial institution”...more

US Corporate Transparency Act Reporting Deadline Approaching – What You Need to Know

Millions of existing companies formed or registered in the US on or before December 31, 2023, are required to file beneficial ownership information (BOI) reports on or before January 1, 2025, pursuant to the requirements of...more

Form SHL Due August 30: Foreign Investors’ Holdings of US Securities

As part of a mandatory survey conducted by the Department of the Treasury, US-resident entities, including venture capital and private equity funds, may be required to report information regarding their non-US resident...more

Remember Pay-to-Play Rule Before Making US Election Campaign Contributions

On August 6, 2024, US Vice President Kamala Harris announced Minnesota Gov. Tim Walz as her running mate for the 2024 presidential election. This selection triggers the political contributions rule under the Investment...more

11th Circuit Fearless Fund Ruling Raises Questions About Future of Race-Conscious Corporate DEI and Philanthropic Initiatives

On June 3, 2024, the US Court of Appeals for the 11th Circuit ordered entry of a preliminary injunction blocking venture capital firm Fearless Fund from administering a grant program through its philanthropic foundation for...more

FAQs on SEC’s Private Fund Adviser Rules After Fifth Circuit Decision

As most fund managers have likely heard by now, on June 5, 2024, the US Court of Appeals for the Fifth Circuit vacated the private fund adviser rules that the Securities and Exchange Commission (SEC) adopted in summer 2023,...more

SEC, FinCEN Propose to Mandate Customer Identification Programs for Registered Investment Advisers, Exempt Reporting Advisers

On May 13, 2024, the US Securities and Exchange Commission (SEC) and the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) jointly issued a notice of proposed rulemaking that would require investment...more

Venture Capital Fund Managers’ Guide to Applying the Latest Marketing Rule Risk Alert

One of the most important documents for fund managers is the marketing deck. Whether it’s to raise a new fund or a special purpose vehicle, or just to build relationships with prospective investors, every fund manager has...more

Securities Laws Fundamentals for Venture Capital Fund Managers

If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick...more

California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including...more

Facing the SEC’s New Rules for Venture Capital and Other Private Fund Advisers

Just over a month ago, the Securities and Exchange Commission (SEC) adopted new rules for venture capital (VC) and other private fund advisers under the Investment Advisers Act of 1940 (Advisers Act). These new rules, which...more

Becoming a Registered Investment Adviser: Worth the Costs?

There is one question that often confronts venture capital firms as they grow more successful and encounter new opportunities: Should we register with the Securities and Exchange Commission (SEC)? While there is no...more

Why Crypto Fund Managers Are Distressed Over the SEC’s Newly Proposed Safeguarding Rule

Note: This post is not intended to be a comprehensive summary of the Safeguarding Rule. Rather, it is intended to highlight some of the key requirements for fund managers should the SEC adopt the rule, as well as immediate...more

Private Funds Near Top of List on SEC’s 2023 Examination Priorities

Each year, the Securities and Exchange Commission’s Division of Examinations publishes its examination priorities, alerting the industry to what likely will become the areas of deficiency most cited in deficiency letters or...more

SEC Proposes New Rule and Record-Keeping Requirements for Outsourcing by Registered Investment Advisers

Engaging service providers and outsourcing various functions is a normal part of running an effective business. From the newest emerging managers to the most established ones, venture capital firms and private fund shops...more

Last-Minute Checklist for Private Fund Managers Complying With Marketing Rule

By now, registered investment advisers (RIAs) know that this is their last week to ensure they come into compliance with the “new” marketing rule under the Investment Advisers Act of 1940. While the Securities and Exchange...more

Venture Capital Advisers Not Off-Limits for SEC Scrutiny

In the past six months, the Securities and Exchange Commission has settled a number of enforcement actions against venture capital advisers who are exempt reporting advisers (ERAs) and not registered investment advisers...more

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