On March 19, 2025, the staff of the SEC’s Division of Investment Management (the “Staff”) updated its Marketing Compliance Frequently Asked Questions (“FAQs”) to address the inclusion by SEC-registered investment advisers of...more
On March 12, 2025, the Division of Corporation Finance (the “Division”) of the SEC issued a no-action letter (the “No-Action Letter”) providing new guidance on Rule 506(c) of Regulation D under the Securities Act....more
Stop us if you have heard this before, but there has been yet another development in the saga that is the Corporate Transparency Act (“CTA”). Following a recent ruling from the U.S. District Court for the Eastern District of...more
The filing requirements under the Corporate Transparency Act (“CTA”) have once again been restored. In yet another reversal of the on again, off again saga, on February 18, 2025, the U.S. District Court for the Eastern...more
On October 21, 2024, the Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) published its examination priorities for 2025. The published priorities inform SEC registrants, investors,...more
The filing requirements under the Corporate Transparency Act (“CTA”) have been temporarily suspended again. In yet another reversal, the Fifth Circuit of the United States Court of Appeals in an order filed December 26, 2024...more
The filing requirement for the Corporate Transparency Act (CTA) has been reinstated by the Fifth Circuit of the United States Court of Appeals with a new deadline of January 13th, 2025. We previously alerted you that on...more
12/24/2024
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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 nationwide preliminary injunction prohibiting enforcement of the Corporate Transparency Act (“CTA”) and associated regulations by the...more
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
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 5, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (“SEC”) 2023 Private Fund Advisers Rule (“Final Rules”), agreeing with petitioners that the SEC exceeded its...more
On May 16, 2024, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to Regulation S-P (“Reg S-P”) that are designed to modernize and enhance the rules governing the treatment and protection of...more
The staff of SEC’s Division of Examinations (the “Staff”) recently issued a Risk Alert (the “Alert”) outlining the Staff’s initial observations from sweep exams conducted to assess SEC registered investment advisers’ (“RIAs”)...more
On April 5, 2024, a federal jury in SEC v. Panuwat (N.D. Cal.) agreed with the SEC that a corporate official engaged in insider trading when he purchased securities of a company based on material nonpublic information...more
On February 6, 2024, the Securities and Exchange Commission (“SEC”) in a 3-2 vote adopted new Rules 3a5‑4 and 3a44‑2 (the “Dealer Rules”) that expand the definition of a “dealer” and a “government securities dealer” under the...more
On October 16, 2023, the Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) published its examination priorities for the upcoming year. The Division published the priorities earlier...more
On November 28, 2023, the Tax Court held that limited partners in state law limited partnerships cannot automatically rely on Section 1402(a)(13) of the Self-Employment Contributions Act (“SECA”) to exclude their distributive...more
On November 29, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued a final rule (the “Amendment”) to amend the Beneficial Ownership Information Reporting Requirements (the “Reporting Rule”) to give entities...more
On September 5, 2023, the SEC announced it had charged five SEC registered investment advisers (“RIAs”) with violating the Investment Advisers Act of 1940, as amended, including Rule 206(4)-2 thereunder (known as the “Custody...more
On August 23, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted highly anticipated new rules and amendments (the “Final Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”) in an effort...more
On August 21, 2023, the SEC announced that it had charged a registered investment adviser (the “RIA”) with violations of the Investment Advisers Act of 1940[1], including the recently amended Rule 206(4)-1 thereunder (known...more
On June 8, 2023, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued its second Risk Alert (the “2023 Risk Alert”) on the amended Rule 206(4)-1 (the “Marketing Rule”)...more
Institutional investment managers that file Form 13F (each, an “Institutional Manager”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be required to file their first Form N-PX as soon as...more
On July 26, 2023, the SEC proposed new rules that would require broker-dealers and SEC-registered investment advisers (“RIAs”) to take certain steps to identify and address potential conflicts of interest associated with...more
On May 3, 2023, the SEC adopted amendments to Form PF, the confidential reporting form filed by certain SEC-registered investment advisers. The amendments are an effort to improve the ability of the Financial Stability...more