Author Info for Proskauer - Regulatory & Compliance

Martine Seiden Agatston

CTA – The Large Operating Company Exemption – Not Everybody Can Be A “Big BOI”

In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Foreign Corporations, Full-Time Employees

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Michael Alescio

SEC Adopts Treasury Clearing Rules

On December 13, 2023, the Securities and Exchange Commission (“SEC”) adopted new rules that will have the effect of requiring central clearing of a broad range of cash transactions and repurchase transactions in U.S. treasury…more

Broker-Dealer, Derivatives, Mandatory Clearing Rule, Proposed Rules, Securities and Exchange Commission (SEC)

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Michael Beckwith

SEC Settlement Highlights Risks for 13G Filers When Moving from Passive to Active Status

The SEC’s recent enforcement settlement involving a fund manager highlights the SEC’s focus on an investor’s “control purpose” triggering the requirement to file on a Schedule 13D as opposed to a short-form 13G. At issue was HG…more

Enforcement, Fund Managers, Hedge Funds, Investors, Passive Investments

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Andrew Bettwy

FinCEN Clarifies that Dissolved Entities are Subject to CTA Reporting Obligations

On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs with respect to the beneficial ownership reporting requirements of dissolved entities. The Corporate…more

Beneficial Owner, Corporate Transparency Act, Dissolution, FinCEN, Reporting Requirements

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Richard Bull

Motor Finance Complaints – An Update on the FCA’s Recent Activity

On 30 July 2024, the United Kingdom Financial Conduct Authority (“FCA”) published a number of updates in relation to its work on complaints against motor finance firms. In particular, the FCA published an update…more

Compensation, Financial Conduct Authority (FCA), Financial Regulatory Reform, FSMA, Interest Rates

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Steven Burwell

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after…more

Capital Markets, Conflicts of Interest, Dilution, Disclosure Requirements, Enforcement Actions

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Henrique Carneiro

BE-11 Survey: Reporting Deadline Approaching

In April 2023, we published an overview of the BE-12, a benchmark survey conducted every five years by the Department of Commerce’s Bureau of Economic Analysis (“BEA”) to gather information about foreign direct investment in the…more

Bureau of Economic Analysis, Filing Deadlines, Financial Institutions, Foreign Corporations, Foreign Direct Investment

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Peter Castellon

UK Listing Rules Reform: Seeking to Boost Competitiveness

On 11 July 2024, the United Kingdom’s Financial Conduct Authority (“FCA”) published its final rules (PS24/6) for a new, simplified and more competitive UK listing regime (the “Rules”).The FCA’s overall aim is to create a more…more

Competition, Disclosure Requirements, Financial Conduct Authority (FCA), Investment Funds, Shareholders

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Benjamin Catalano

FINRA Proposes to Amend Rule 2210 to Permit Projected Performance and Targeted Returns in Institutional Communications

On November 13, 2023, FINRA filed with the SEC a proposal to amendment to Rule 2210 that would create a tailored exception from the general prohibition on projections in marketing materials and other communications with…more

Financial Industry Regulatory Authority (FINRA), Institutional Investment, Institutional Investors, Investment Company Act of 1940, Marketing

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Aliza Cinamon

Primarily Non-Financial Corporate Reporting: Climate Change

Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules - A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly…more

Capital Markets, Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Richard Corn

CTA – The Large Operating Company Exemption – Not Everybody Can Be A “Big BOI”

In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Foreign Corporations, Full-Time Employees

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Bryan Cruz

Treasury Department Moves to Expand CFIUS’s Real Estate Jurisdiction & Implement China-Bound Tech Investment Restrictions

The U.S. Department of the Treasury (Treasury), as Chair of the Committee on Foreign Investment in the United States (CFIUS), has announced a proposed rule to expand CFIUS’s jurisdiction over real estate transactions by foreign…more

CFIUS, China, Civil Monetary Penalty, Compliance, FIRRMA

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Wilderness Castillo-Dobson

Court Temporarily Stays New SEC Climate Change Disclosure Rules Amidst Widening Legal Challenges

Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy…more

Climate Change, Corporate Governance, Disclosure Requirements, Enforcement Actions, Greenhouse Gas Emissions

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Marina Edwards

Court Temporarily Stays New SEC Climate Change Disclosure Rules Amidst Widening Legal Challenges

Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy…more

Climate Change, Corporate Governance, Disclosure Requirements, Enforcement Actions, Greenhouse Gas Emissions

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Christopher Elson

The “Retailisation” of Private Funds – Key Considerations for Private Fund Managers

The “retailisation” of private funds has been one of the industry’s most significant trends in recent years, with fund managers seeking sources of capital beyond their usual institutional, professional and sophisticated investor…more

Asset Management, Capital Raising, ELTIF, EU, EuVECA

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Martin Hamilton

CTA – The Large Operating Company Exemption – Not Everybody Can Be A “Big BOI”

In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Foreign Corporations, Full-Time Employees

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Stephanie Heilborn

U.S. District Court in Alabama Finds the Corporate Transparency Act Unconstitutional

On March 1, 2024, Judge Liles C. Burke of the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (the “CTA”) is unconstitutional, leaving its future uncertain. The CTA requires…more

Appeals, Beneficial Owner, Corporate Transparency Act, Disclosure Requirements, FinCEN

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Jeffrey Horwitz

FinCEN Clarifies that Dissolved Entities are Subject to CTA Reporting Obligations

On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs with respect to the beneficial ownership reporting requirements of dissolved entities. The Corporate…more

Beneficial Owner, Corporate Transparency Act, Dissolution, FinCEN, Reporting Requirements

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Oliver Howley

Regulation Round Up - June 2024

Welcome to the UK Regulation Round Up, a regular bulletin highlighting the latest developments in UK and EU financial services regulation. Key developments in June 2024: 28 June PRIIPs Regulation: The Joint Committee of…more

AML/CFT, Anti-Money Laundering, Cryptoassets, Environmental Social & Governance (ESG), EU

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John Ingrassia

Countdown to 2025: New HSR Premerger Disclosure Rules

The Federal Trade Commission (“FTC” or the “Commission”) has announced a final rule (the “Final Rule”) significantly expanding the premerger notification and reporting requirements under the Hart‑Scott‑Rodino Antitrust…more

Acquisitions, American Bar Association (ABA), Antitrust Provisions, Competition, Department of Labor (DOL)

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Rachel Lowe

Launch of the Taskforce on Inequality and Social-related Financial Disclosures

The Taskforce on Inequality and Social-related Financial Disclosures (“TISFD”) launched on 23 September 2024. Background - The TISFD is a global initiative with the aim of developing recommendations and guidance for…more

Climate Change, Disclosure Requirements, Endorsements, Environmental Social & Governance (ESG), EU

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William MacGregor

SEC Answers Questions on New Tailored Shareholder Report Requirements

The staff of the Division of Investment Management (the “Staff”) has issued a FAQ pertaining to the rule and form amendments adopted by the Securities and Exchange Commission (the “SEC”) in October 2022, which require open-end…more

Compliance, Corporate Governance, Disclosure Requirements, ETFs, Exchange-Traded Products

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John Mahon

SEC Approves Exchange Listing Applications for Spot Bitcoin ETPs

On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving the applications of 11 different spot Bitcoin exchange‑traded products (the “Approved ETPs”) to each list and trade their shares on a…more

Bitcoin, Broker-Dealer, Chicago Mercantile Exchange (CME), Compliance, Conflicts of Interest

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Shaina Maldonado

SEC Approves Exchange Listing Applications for Spot Bitcoin ETPs

On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving the applications of 11 different spot Bitcoin exchange‑traded products (the “Approved ETPs”) to each list and trade their shares on a…more

Bitcoin, Broker-Dealer, Chicago Mercantile Exchange (CME), Compliance, Conflicts of Interest

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Sulaiman Malik

Launch of the Taskforce on Inequality and Social-related Financial Disclosures

The Taskforce on Inequality and Social-related Financial Disclosures (“TISFD”) launched on 23 September 2024. Background - The TISFD is a global initiative with the aim of developing recommendations and guidance for…more

Climate Change, Disclosure Requirements, Endorsements, Environmental Social & Governance (ESG), EU

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Frazer Money

The “Retailisation” of Private Funds – Key Considerations for Private Fund Managers

The “retailisation” of private funds has been one of the industry’s most significant trends in recent years, with fund managers seeking sources of capital beyond their usual institutional, professional and sophisticated investor…more

Asset Management, Capital Raising, ELTIF, EU, EuVECA

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Dorothy Murray

The Anti-Greenwashing Rule Comes Into Force: A Legal Lens

On 31 May 2024, a new anti-greenwashing rule is being introduced by the Financial Conduct Authority (the “FCA”) as part of its Sustainability Disclosure Requirements (“SDR”). We cover here the introduction of the FCA’s…more

AIFM, Asset Management, Disclosure Requirements, Environmental Social & Governance (ESG), European Commission

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Joshua Newville

SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports

Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases…more

Amended Rules, Beneficial Owner, Enforcement, Securities and Exchange Commission (SEC), Settlement

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Amanda Nussbaum

CTA – The Large Operating Company Exemption – Not Everybody Can Be A “Big BOI”

In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Foreign Corporations, Full-Time Employees

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Jennifer Ok

Countdown to 2025: New HSR Premerger Disclosure Rules

The Federal Trade Commission (“FTC” or the “Commission”) has announced a final rule (the “Final Rule”) significantly expanding the premerger notification and reporting requirements under the Hart‑Scott‑Rodino Antitrust…more

Acquisitions, American Bar Association (ABA), Antitrust Provisions, Competition, Department of Labor (DOL)

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James Oussedik

The “Retailisation” of Private Funds – Key Considerations for Private Fund Managers

The “retailisation” of private funds has been one of the industry’s most significant trends in recent years, with fund managers seeking sources of capital beyond their usual institutional, professional and sophisticated investor…more

Asset Management, Capital Raising, ELTIF, EU, EuVECA

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Precious Penny

Notice of Proposed Rulemaking under the Bank Merger Act to Increase Transparency

The U.S. Office of the Comptroller of Currency (OCC) released a notice of proposed rulemaking (NPR) seeking to “increase the transparency of the standards that apply to the agency’s review of business combinations involving…more

Bank Merger Act, Banking Sector, Banks, Financial Institutions, Hart-Scott-Rodino Act

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Robert Pommer

SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports

Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases…more

Amended Rules, Beneficial Owner, Enforcement, Securities and Exchange Commission (SEC), Settlement

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Seetha Ramachandran

U.S. District Court in Alabama Finds the Corporate Transparency Act Unconstitutional

On March 1, 2024, Judge Liles C. Burke of the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (the “CTA”) is unconstitutional, leaving its future uncertain. The CTA requires…more

Appeals, Beneficial Owner, Corporate Transparency Act, Disclosure Requirements, FinCEN

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Louis Rambo

SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports

Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases…more

Amended Rules, Beneficial Owner, Enforcement, Securities and Exchange Commission (SEC), Settlement

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Jonathan Richman

Supreme Court Curtails Agency Power By Overturning Chevron Deference

On June 28, 2024, the U.S. Supreme Court issued a landmark ruling overturning “Chevron deference,” a tool for interpreting ambiguous statutes administered by administrative agencies. The 40-year-old Chevron doctrine held that,…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Clean Air Act, Environmental Protection Agency (EPA)

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Stuart Rosow

CTA – The Large Operating Company Exemption – Not Everybody Can Be A “Big BOI”

In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Foreign Corporations, Full-Time Employees

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Catherine Sear

The “Retailisation” of Private Funds – Key Considerations for Private Fund Managers

The “retailisation” of private funds has been one of the industry’s most significant trends in recent years, with fund managers seeking sources of capital beyond their usual institutional, professional and sophisticated investor…more

Asset Management, Capital Raising, ELTIF, EU, EuVECA

See all updates »

Michael Singh

Launch of the Taskforce on Inequality and Social-related Financial Disclosures

The Taskforce on Inequality and Social-related Financial Disclosures (“TISFD”) launched on 23 September 2024. Background - The TISFD is a global initiative with the aim of developing recommendations and guidance for…more

Climate Change, Disclosure Requirements, Endorsements, Environmental Social & Governance (ESG), EU

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Elanit Snow

FinCEN Clarifies that Dissolved Entities are Subject to CTA Reporting Obligations

On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs with respect to the beneficial ownership reporting requirements of dissolved entities. The Corporate…more

Beneficial Owner, Corporate Transparency Act, Dissolution, FinCEN, Reporting Requirements

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Robert Sutton

SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports

Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases…more

Amended Rules, Beneficial Owner, Enforcement, Securities and Exchange Commission (SEC), Settlement

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Yuval Tal

FinCEN Clarifies that Dissolved Entities are Subject to CTA Reporting Obligations

On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs with respect to the beneficial ownership reporting requirements of dissolved entities. The Corporate…more

Beneficial Owner, Corporate Transparency Act, Dissolution, FinCEN, Reporting Requirements

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Amar Unadkat

Launch of the Taskforce on Inequality and Social-related Financial Disclosures

The Taskforce on Inequality and Social-related Financial Disclosures (“TISFD”) launched on 23 September 2024. Background - The TISFD is a global initiative with the aim of developing recommendations and guidance for…more

Climate Change, Disclosure Requirements, Endorsements, Environmental Social & Governance (ESG), EU

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Adrianna Vallee

SEC Answers Questions on New Tailored Shareholder Report Requirements

The staff of the Division of Investment Management (the “Staff”) has issued a FAQ pertaining to the rule and form amendments adopted by the Securities and Exchange Commission (the “SEC”) in October 2022, which require open-end…more

Compliance, Corporate Governance, Disclosure Requirements, ETFs, Exchange-Traded Products

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John Verwey

Launch of the Taskforce on Inequality and Social-related Financial Disclosures

The Taskforce on Inequality and Social-related Financial Disclosures (“TISFD”) launched on 23 September 2024. Background - The TISFD is a global initiative with the aim of developing recommendations and guidance for…more

Climate Change, Disclosure Requirements, Endorsements, Environmental Social & Governance (ESG), EU

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Julia Vitter

SEC Adopts New Rule Prohibiting Conflicts of Interest in Certain Securitizations

Following the financial crisis of 2007-2009 and Congressional investigations into the securitization market, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 prohibited securitization participants from…more

Asset-Backed Securities, Derivatives, Exceptions, New Rules, Prohibited Transactions

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Mary Wilks

Regulation Round Up - June 2024

Welcome to the UK Regulation Round Up, a regular bulletin highlighting the latest developments in UK and EU financial services regulation. Key developments in June 2024: 28 June PRIIPs Regulation: The Joint Committee of…more

AML/CFT, Anti-Money Laundering, Cryptoassets, Environmental Social & Governance (ESG), EU

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Andrew Wingfield

FCA publishes Dear CEO letter setting out expectations for financial advisers and investment intermediaries

On 7 October 2024, the FCA issued a “Dear CEO letter” (“Letter”) to firms whose primary business is financial advice or investment intermediation. The Letter contains a summary of the FCA’s priorities and expectations of firms…more

Due Diligence, Financial Adviser, Financial Conduct Authority (FCA), Regulatory Agenda

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Frank Zarb

SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports

Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases…more

Amended Rules, Beneficial Owner, Enforcement, Securities and Exchange Commission (SEC), Settlement

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Nigel van Zyl

The “Retailisation” of Private Funds – Key Considerations for Private Fund Managers

The “retailisation” of private funds has been one of the industry’s most significant trends in recent years, with fund managers seeking sources of capital beyond their usual institutional, professional and sophisticated investor…more

Asset Management, Capital Raising, ELTIF, EU, EuVECA

See all updates »

Proskauer - Regulatory & Compliance

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