A registered investment adviser (RIA) that has “custody” of client funds or securities must comply with the provisions of Rule 206(4)-2 under the Investment Advisers Act of 1940 (Rule), including those related to the use of a...more
4/3/2020
/ Coronavirus/COVID-19 ,
Custodian of Records ,
Custody Rule ,
Division of Investment Management ,
Filing Requirements ,
Form ADV ,
Investment Advisers Act of 1940 ,
Private Offerings ,
Registered Investment Advisors ,
Relief Measures ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Verification Requirements
This Dechert OnPoint summarizes Dechert’s analysis of the exceptions provided in executive orders in certain states that have restricted business activities in response to the COVID-19 coronavirus public health emergency. The...more
The U.S. Securities and Exchange Commission on December 18, 2019 approved for publication a rulemaking proposal (Proposal) to: amend the definition of “accredited investor;” introduce additional qualification methods; codify...more
2/13/2020
/ Accredited Investors ,
Comment Period ,
Family Businesses ,
Investment Company Act of 1940 ,
Limited Liability Company (LLC) ,
Private Funds ,
Proposed Amendments ,
Public Comment ,
Qualified Institutional Buyers ,
Regulation D ,
Rule 144A ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions
The U.S. Securities and Exchange Commission has proposed amendments to Rule 206(4)-1 – Advertisements by Investment Advisers (Current Advertising Rule) and Rule 206(4)-3 – Cash Payments for Client Solicitations (Current...more
2/3/2020
/ Advertising ,
Cash Solicitation Rule ,
Form ADV ,
Institutional Investors ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Proposed Amendments ,
Publicly-Traded Companies ,
Recordkeeping Requirements ,
Retail Investors ,
SEC Advertising Rule ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. SEC’s Division of Investment Management (Staff) has extended, until July 3, 2023, its 2017 temporary no-action letter (2017 NAL) regarding the “investment adviser” status of certain broker-dealers that accept cash...more
The U.S. Securities and Exchange Commission published a concept release on June 18, 2019 (Release), seeking public comment “on ways to simplify, harmonize, and improve” the framework for exemptions from registration under the...more
9/20/2019
/ Accredited Investors ,
Deadlines ,
Exemptions ,
Harmonization Rules ,
Micro Entity Status ,
Offerings ,
Pooled Investment Vehicles ,
Private Placements ,
Public Comment ,
Registration Requirement ,
Regulation D ,
Rule 506 Offerings ,
Safe Harbors ,
Secondary Listings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...more
1/31/2019
/ Commodities Traders ,
Commodity Exchange Act (CEA) ,
Commodity Pool ,
Compliance ,
CPOs ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Investment Adviser ,
Investment Management ,
NFA ,
Private Funds ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC)
Side letters are an (increasingly) common way of formalising negotiated arrangements between a private fund and an investor. Whilst used more widely in the closed-ended fund context (given the limited withdrawal rights...more
9/28/2018
/ AIF ,
AIFM ,
Alternative Investment Fund Managers Directive (AIFMD) ,
Closed-End Funds ,
Confidentiality Agreements ,
Contract Terms ,
Corporate Social Responsibility ,
Due Diligence ,
EU ,
European Economic Area (EEA) ,
Excusal Rights ,
Fees ,
FOIA ,
Investors ,
Most-Favored Nations ,
Pension Schemes ,
Private Funds ,
Right of Redemption ,
Securities and Exchange Commission (SEC) ,
Side Letters ,
Transfers ,
UK
The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
1/24/2018
/ Beneficial Owner ,
Benefit Plan Sponsors ,
CFTC ,
Commodities ,
Commodity Trading Advisors (CTAs) ,
Compliance ,
CPO ,
Cross-Border Transactions ,
Department of Labor (DOL) ,
Derivatives ,
Employee Retirement Income Security Act (ERISA) ,
Equity Securities ,
Filing Deadlines ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Investment ,
Form 13F ,
Form ADV ,
Form D Filing ,
Form PF ,
Investment Adviser ,
Investment Funds ,
Investors ,
NFA ,
Offerings ,
Private Funds ,
Private Placements ,
Registered Investment Advisors ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Traders ,
Securities Violations ,
Self-Certification ,
Verification Requirements ,
Virtual Currency
The U.S. Securities and Exchange Commission (SEC) on February 13, 2017, issued a cease and desist order (Order) and imposed a $100,000 civil penalty against broker-dealer Sidoti & Company, LLC (Broker-Dealer), to settle...more
The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
2/21/2017
/ Accredited Investors ,
Benefit Plan Sponsors ,
CFTC ,
Compliance ,
Cross-Border Transactions ,
Employee Retirement Income Security Act (ERISA) ,
Equity Securities ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Form ADV ,
Form PF ,
Fund Managers ,
Hedge Funds ,
Investment Adviser ,
NFA ,
Private Funds ,
Private Placements ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Subscription credit facilities, or subscription lines, are typically revolving credit facilities secured on the capital commitments of investors. Interest rates on subscription lines are often similar to those for first lien...more
A settled enforcement action, announced by the U.S. Securities and Exchange Commission (SEC) on September 14, 2016, continues the trend of increased SEC scrutiny of private equity advisers concerning the allocation and...more
10/21/2016
/ Cease and Desist Orders ,
Conflicts of Interest ,
Disclosure Requirements ,
Discounts ,
Dodd-Frank ,
Enforcement Actions ,
Excessive Fees ,
Fund Expenses ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
OCIE ,
Policies and Procedures ,
Private Equity Funds ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule), as well as technical amendments to other rules under the Investment Advisers Act of 1940...more
9/16/2016
/ Chief Compliance Officers ,
Derivatives ,
Dodd-Frank ,
Final Rules ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
RAUM ,
Recordkeeping Requirements ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
SMAs ,
Social Media ,
Special Purpose Entities ,
Umbrella Registration
The U.S. Securities and Exchange Commission issued a final order (Order) on June 14, 2016, to adjust for inflation the “qualified client” thresholds applicable when a registered investment adviser charges a performance fee in...more
The Financial Stability Board (FSB), an international body established by the G-20 in response to the 2008 financial crisis, on June 22, 2016 released its third Consultative Document relating to the regulation and oversight...more
Six U.S. federal agencies in late April and May revised and re-proposed rules that were originally proposed in 2011, to govern the incentive compensation practices at financial institutions with consolidated assets of at...more
The Financial Stability Board (FSB), which was established by the G-20 in response to the 2008 financial crisis, on June 22, 2016 issued proposed specific recommendations to address certain perceived threats that the asset...more
The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is...more
6/15/2016
/ Acquisitions ,
Broker-Dealer ,
Disgorgement ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Mergers ,
Portfolio Companies ,
Private Equity Funds ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Unregistered Brokers
A large number of private equity managers were required to register for the first time with the U.S. Securities and Exchange Commission (SEC) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act)....more
3/26/2016
/ Conflicts of Interest ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
Financial Services Industry ,
Fund Managers ,
Investment Advisers Act of 1940 ,
OCIE ,
Private Equity Funds ,
Registration Requirement ,
Securities and Exchange Commission (SEC)
A settled enforcement action announced by the U.S. Securities and Exchange Commission (SEC) on November 3, 2015 is but one in a growing list of SEC settlements concerning the allocation and disclosure of fees and expenses by...more
Marc Wyatt, Director of the U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE), indicated on November 20, 2015 that the OCIE staff is now examining “Exempt Reporting Advisers”...more
The U.S. Securities and Exchange Commission (SEC or Commission) recently proposed amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule) and other rules under the Investment Advisers Act of 1940, as amended (Advisers...more
7/17/2015
/ CCO ,
Disclosure Requirements ,
Dodd-Frank ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
RAUM ,
Recordkeeping Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Umbrella Registration
The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
3/27/2015
/ Brokers ,
CFTC ,
Compliance ,
Employee Retirement Income Security Act (ERISA) ,
Equity Securities ,
Filing Deadlines ,
Filing Requirements ,
Form 13F ,
Form ADV ,
Investment Adviser ,
Investment Funds ,
NFA ,
Private Funds ,
Reporting Requirements ,
Schedule 13D ,
Securities Dealers
The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order on September 22, 2014 (Order) against private equity fund adviser Lincolnshire Management, Inc. (Lincolnshire). The Order alleged...more