Podcast: Credit Funds: Hot Topics in BDC Regulation
Podcast: Credit Funds: 1940 Act Interval Funds
In early September, the U.S. Commodity Futures Trading Commission (“CFTC”) adopted amendments to CFTC Regulation 4.7 (“Regulation 4.7”), which is a compliance exemption from certain disclosure, reporting and recordkeeping...more
On August 28, 2024, the SEC adopted amendments to reporting requirements on Form N-PORT and Form N-CEN and issued guidance on open-end fund liquidity risk management programs. Notably, the SEC declined to adopt the proposed...more
The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more
The Securities and Exchange Commission recently announced that it will host a compliance outreach program on November 7, 2024 (see the program’s agenda) on Advisers Act and Investment Company Act related topics. The agenda...more
On September 12, 2024, the Commodity Futures Trading Commission (CFTC) finalized the first major changes to CFTC Regulation 4.7 (Rule 4.7) in over 30 years. Among other technical revisions, the amendments to Rule 4.7,...more
The US Securities and Exchange Commission (SEC), by a 3-2 vote, recently adopted amendments to registered fund reporting requirements on Form N-PORT and Form N-CEN and provided guidance on open-end funds’ liquidity risk...more
On August 21, 2024, the U.S. Securities and Exchange Commission (SEC) adopted a rule (Final Rule) that will increase the threshold for what is considered a “qualifying venture capital fund” from $10,000,000 to $12,000,000....more
On August 28, 2024, the SEC, by a vote of three to two, adopted amendments (Amendments) to the current reporting requirements on Form N-PORT and Form N-CEN and provided guidance (Liquidity Rule Guidance) related to liquidity...more
The two most common exemptions from registration under the Investment Company Act of 1940 (the “Act”) utilized by private funds are under Section 3(c)(7) and Section 3(c)(1). Funds that do not qualify for an exemption under...more
On Aug. 28, 2024, the SEC issued a release providing guidance on certain aspects of open-end funds’ compliance with Rule 22e-4, i.e., the Liquidity Rule, under the Investment Company Act of 1940 (the Guidance). The Guidance...more
Join Vinson & Elkins REIT and Real Estate partners, Brent Abbott, Executive Vice President, Head of Investments, Real Estate Division at Pacolet-Milliken, and Anthony Scavo, Chief Operating Officer at Basis Industrial, as...more
The Securities and Exchange Commission adopted Rule 3c-7, which adjusts for inflation the dollar threshold used in defining a “qualifying venture capital fund” under the Investment Company Act, as required pursuant to Section...more
Provided that they meet certain criteria, venture capital funds are not required to be registered as an “investment company” by the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940...more
As of January 1, 2024, the Beneficial Ownership Information Reporting Requirements (the “Reporting Rule”) issued by Financial Crimes Enforcement Network (“FinCEN”) to implement Section 6403 of the Corporate Transparency Act...more
On June 28, 2024, the U.S. Department of the Treasury and the Internal Revenue Service issued final regulations on the reporting of the one-percent (1%) stock repurchase excise tax imposed by new section 4501 of the Internal...more
On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit (the “court”) vacated the private fund adviser rule (the “rule”) adopted by the Securities and Exchange Commission (SEC) in September 2023. Notably, during the...more
Almost a year after President Biden signed an Executive Order to establish a U.S. outbound investment regime, the U.S. Department of the Treasury has published a Notice of Proposed Rulemaking (“NPRM”) on U.S. outbound...more
We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more
On, May 22, 2024, the U.S. House of Representatives passed H.R. 4763, Financial Innovation for Technology for the 21st Century Act (“FIT21”). The legislation was touted by the House Financial Services Committee’s Chairman,...more
Correspondence between the SEC Staff and an ESG-focused ETF sponsor shows that we are still struggling to define “Sustainable” and “ESG” for purposes of securities filings....more
In a 3-0 decision issued today, June 5, 2024, the Fifth Circuit Court of Appeals (the “Court”) vacated the new private funds rule adopted by the Securities and Exchange Commission (the “SEC”) on August 23, 2023 (the “Rule”)....more
As they go through their initial public offering (IPO) and the subsequent merger & acquisition (M&A) process, special purpose acquisition companies (SPACs) face many regulatory, legal, and business hurdles. Obtaining the...more
On April 29, 2024, the SEC announced the settlement of administrative proceedings brought against a registered investment adviser for alleged violations of Section 17(d) of the Investment Company Act of 1940, Rule 17d-1...more
If an issuer of a securities wishes to generally advertise their private offering of securities, they can do so under Rule 506(c) of Regulation D of the Securities Act of 1933, which would exempt the offeror from registration...more
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