Following the Treasury Department’s announcement regarding the removal of fines and penalties under the Corporate Transparency Act (“CTA”), the Financial Crimes Enforcement Network (“FinCEN”) has now advised that U.S....more
3/26/2025
/ Beneficial Owner ,
Business Entities ,
Corporate Transparency Act ,
Disclosure Requirements ,
Enforcement ,
FinCEN ,
Foreign Corporations ,
Foreign Entities ,
Interim Final Rules (IFR) ,
New Rules ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements
On March 19, 2025, the staff of the Division of Investment Management (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) released an update to its Frequently Asked Questions1 (the “FAQs”) relating to...more
While the March 21, 2025 filing deadline under the Corporate Transparency Act (the “CTA”) remains in place, the Treasury Department announced on March 2nd that it will not enforce any penalties or fines associated with...more
Once again, entities are required to file beneficial ownership information reports (each, a “BOI report”) with the Treasury Department’s Financial Crimes Enforcement Network. On February 18, 2025, the Eastern District of...more
U.S. law has long subjected foreign investments into the U.S. to review and restriction by the Committee on Foreign Investment in the United States (“CFIUS”), but outside of economic sanctions programs, has typically not...more
2/3/2025
/ Artificial Intelligence ,
CFIUS ,
China ,
Compliance ,
Covered Transactions ,
Executive Orders ,
Final Rules ,
Foreign Investment ,
Investment ,
National Security ,
Regulatory Requirements ,
Semiconductors ,
Technology Sector ,
U.S. Treasury
Enforcement of the Corporate Transparency Act (the “CTA”) remains on hold, despite the decision by the U.S. Supreme Court on January 23, 2025 to stay a nationwide injunction against the CTA (McHenry v. Texas Top Cop Shop...more
1/27/2025
/ Anti-Money Laundering ,
Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Enforcement Actions ,
FinCEN ,
Preliminary Injunctions ,
Reporting Requirements ,
SCOTUS ,
Stays ,
U.S. Treasury
Seward & Kissel is reminding its clients about the recent January 2, 2025 compliance date for new Rule 13f-2 (the “New Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related reporting on...more
1/20/2025
/ Capital Markets ,
Disclosure Requirements ,
Financial Services Industry ,
Form 13F ,
Institutional Investors ,
Investment ,
Investors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On December 26, 2024, in a very short opinion, the U.S. Court of Appeals for the Fifth Circuit, which on December 23 had lifted a national stay imposed by the U.S. District Court for the Eastern District of Texas in the case...more
Yesterday, the U.S. Court of Appeals for the Fifth Circuit lifted the national stay temporarily prohibiting the federal government from enforcing the Corporate Transparency Act (the “CTA”). Earlier this month, in the case of...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Reporting Requirements ,
Stays ,
Time Extensions
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a preliminary injunction prohibiting the federal government from enforcing the Corporate Transparency Act (the “CTA”) nationwide (Texas Top...more
12/6/2024
/ Corporate Transparency Act ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Crimes ,
FinCEN ,
First Amendment ,
Fourth Amendment ,
Preliminary Injunctions ,
Reporting Requirements ,
Texas ,
Unconstitutional Condition
The Financial Crimes Enforcement Network’s (“FinCEN’s”) beneficial ownership reporting rule, issued under the Corporate Transparency Act (the “CTA” and such rule, the “BOI Reporting Rule”) became effective as of January 1,...more
In a typical multi-strategy fund (“Multi-Strat”), a fund structure is established by an investment manager (the “Investment Manager”) that runs multiple investment strategy portfolios within it, oftentimes with different...more
10/30/2024
/ Asset Management ,
Financial Services Industry ,
Fund Managers ,
Hedge Funds ,
Investment Firms ,
Investment Funds ,
Investment Management ,
Investment Portfolios ,
Investors ,
Private Equity ,
Risk Management
As a reminder to our clients and friends of the firm, the beneficial ownership reporting deadline is soon approaching. Applicable entities that were formed or registered to do business in the U.S. prior to this year, have...more
In the midst of a national election cycle, now is a good time for investment advisers to refresh their understanding on the SEC’s Pay to Play Rule (the “Rule”) and related SEC staff guidance As demonstrated by a number of...more
On September 3, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced settled charges against Galois Capital Management LLC (“Galois”), a Florida-based former registered investment adviser, for failing to...more
10/1/2024
/ Cryptoassets ,
Custody Rule ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Limited Partnership Agreements ,
Misleading Statements ,
Penalties ,
Private Funds ,
Securities ,
Securities and Exchange Commission (SEC)
Seward & Kissel is reminding its clients regarding the September 30, 2024 compliance date for the SEC’s amendments to certain rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The amendments accelerate the...more
The 2023 Seward & Kissel Established Manager Hedge Fund Study (the “Study”) focuses on those Seward & Kissel investment manager clients that have been in business for at least 5 years and manage greater than $1 billion in...more
Owning an NFL team is no longer a fantasy. The National Football League (the “NFL” or the “League”) voted to allow minority stakes to be sold to private equity firms (“PE”). However, according to NFL.com, “an executive from...more
9/12/2024
/ Blocker Corporations ,
Incentives ,
Internal Revenue Code (IRC) ,
Investment ,
Liquidity ,
Minority Equity Investments ,
NFL ,
Pass-Through Entities ,
Passive Investments ,
Popular ,
Private Equity ,
Revenue ,
Tax Benefits ,
Tax Returns ,
UBTI
On August 28, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued a final rule (the “Final Rule”) that subjects certain registered investment advisers (“RIAs”) and exempt reporting advisers (“ERAs”) to anti-money...more
9/11/2024
/ AML/CFT ,
Anti-Money Laundering ,
Asset Management ,
Beneficial Owner ,
Currency Transaction Reports (CTR) ,
Exempt Reporting Advisers (ERAs) ,
Final Rules ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Patriot Act ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024....more
Memorandum to our Investment Management Clients and Friends -
The Quinquennial Report of Foreign-Resident Holdings of U.S. Securities (“TIC Form SHL”) is a benchmark report used by the U.S. Department of the Treasury to...more
In May 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, requiring, among other things,...more
The United States and Switzerland jointly announced the conversion of the intergovernmental agreement (“IGA”) from a “Model 2” to “Model 1” agreement. The new IGA will come into effect January 1, 2027, allowing time for...more
Last week, the Internal Revenue Service (“IRS”) proposed regulations (the “Proposed Regulations”) to treat certain basket contracts as listed transactions. Basket contracts were previously identified as transactions of...more
While the concept of a pass-through expense model is most often associated with multi-strategy alternative investment funds, this expense structure is beginning to gain wider traction among other managers as well, depending...more