Section 19(a) of the Investment Company Act of 1940 (the 1940 Act) generally prohibits a business development company (BDC) or a registered investment company from making a distribution from any source other than its net...more
The US Securities and Exchange Commission (SEC) has adopted final rules to eliminate “redundant, duplicative, overlapping, outdated, or superseded” disclosure requirements in light of other SEC disclosure requirements and US...more
On March 23, 2018, Congress passed its omnibus spending bill, the Consolidated Appropriations Act of 2018, to fund the federal government until October. Included within the spending bill is legislation, titled the Small...more
On February 21, 2018, the Securities and Exchange Commission issued an interpretive release1 providing important guidance to certain registrants on cybersecurity disclosure. Coming on the heels of dozens of high-profile...more
On January 11 and 19, 2018, the Fort Worth, Texas Regional Office (the Office) of the Securities and Exchange Commission (the SEC) hosted conference calls during which the Director and Associate Regional Director of the...more
The long-awaited pay ratio rule (the Rule), adopted by the Securities and Exchange Commission (the SEC) on August 5, 2015, finally takes effect in 2018. The Rule, which is intended to provide shareholders with a metric to...more
On January 2, 2018, the comment period ended for proposed amendments (the Proposed Amendments) to certain provisions of Regulation S-K that the US Securities and Exchange Commission (SEC) published in October 2017. With a few...more
On December 8, 2017, in connection with its ongoing review and assessment of EDGAR, its data needs and other systems, the Securities and Exchange Commission (the SEC) announced it is modifying its approach to submitting...more
On June 26, 2017, the United States Supreme Court issued its opinion on California Public Employees’ Retirement System v. ANZ Securities, Inc., No. 16-373, ruling that actions involving securities offerings and sales are...more
In April 2017, the full text of an updated version of the CHOICE Act (CHOICE 2.0) was released followed by a hearing on its contents. On June 8, 2017, the House Financial Services Committee released the draft of CHOICE 2.0, a...more
On June 8, 2017, the US House of Representatives passed the Financial CHOICE Act of 2017 (H.R. 10) (the CHOICE Act) with 233 votes for, 186 votes against and 11 abstaining. Rep. Jeb Hensarling (R-TX), the chairman of the...more
Reminder to Internally-Managed Business Development Companies
Regarding Shareholder Engagement Following Say-on-Pay Vote -
A. 2017 Voting Policy Change -
In November 2016, Institutional Shareholder Services Inc....more
It is almost time for foreign companies that operate as foreign private issuers (FPIs) under the US federal securities laws to assess their status as FPIs. An FPI is required to reassess its status as an FPI annually as of...more
On October 13, 2016, the Securities and Exchange Commission (SEC) issued a release adopting final rules to modernize and enhance the reporting and disclosure of information by registered investment companies (the Final...more
On October 13, 2016, the Securities and Exchange Commission (the SEC) issued a release adopting final rules to modernize and enhance the reporting and disclosure of information by registered investment companies (the Final...more
In response to requests for comment from the U.S. Securities and Exchange Commission (SEC), Sutherland Asbill & Brennan LLP recently submitted comment letters on two SEC rulemaking projects pertinent to business development...more
In December 2015, the Securities and Exchange Commission (the SEC) proposed a new Rule 18f-4 under the Investment Company Act of 1940 (the 1940 Act) that would, if adopted, affect the ability of mutual funds, exchange-traded...more
In December 2015, President Barack Obama signed into law an omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act.” This new law (i) amends certain sections of the Jumpstart Our Business...more
The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more
10/9/2015
/ Acquisitions ,
Asset Management ,
Controlling Stockholders ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Independent Boards ,
Merger Agreements ,
Mergers ,
Publicly-Traded Companies ,
Revlon Standard ,
Shareholder Approval ,
Shareholders ,
Stock Purchase Agreement
On July 16, 2015, the agencies responsible for implementing the Volcker rule (Agencies) issued FAQ 16, which provides guidance on the circumstances under which a seed investment would not cause (i) a registered investment...more
In April 2015, the comment period expired for rules proposed by the U.S. Securities and Exchange Commission (the SEC) to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank...more
On April 29, 2015, by a 3-2 vote, the Securities and Exchange Commission (the SEC) voted to propose a rule to implement Section 14(i) of the Securities Exchange Act of 1934 (the Exchange Act), as added by Section 953(a) of...more
Emphasizing the critical importance of cybersecurity to registered investment companies (RICs), including insurance separate accounts and business development companies, and to investment advisers, the SEC’s Division of...more
The U.S. Securities and Exchange Commission (SEC) Division of Investment Management (the Division) just published guidance that will permit business development companies (BDCs) to co-invest with certain persons considered...more
On January 31, 2014, the U.S. Securities and Exchange Commission’s (SEC) Division of Trading and Markets issued a No-Action Letter (Letter)1 that allows a private business broker (M&A Broker) to receive transaction-based...more