On 15 February 2024, Skadden partners Kenneth Burdon, Robert Chaplin, Eben Colby and Greg Norman presented the webinar “Investment Trusts and Activist Funds,” which outlined recent trends in shareholder activism in publicly...more
In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....more
2/21/2024
/ Bitcoin ,
Closed-End Funds ,
Compliance Dates ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure Requirements ,
Disgorgement ,
Exchange-Traded Products ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investment Management ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Settlement Agreements ,
Shareholders ,
Stock Repurchases ,
Voting Rights
Closed-End Fund Activism Update -
Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more
8/8/2023
/ Board of Directors ,
Broker-Dealer ,
Closed-End Funds ,
Compliance ,
Corporate Governance ,
Cryptoassets ,
Disclosure Requirements ,
Enforcement Actions ,
Investment Adviser ,
Libor ,
Liquidity Risk Management Rule ,
Marketing ,
Regulation Best Interest ,
Regulatory Agenda ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism
On July 27, 2022, Delaware Gov. John Carney signed into law amendments to the Delaware Statutory Trust Act (DSTA). These amendments include the addition of new Subchapter III — Control Beneficial Interest Acquisitions...more
On May 5, 2022, Senate Bill 284 was introduced in the Delaware General Assembly proposing amendments to the Delaware Statutory Trust Act (DSTA).1 These amendments include the addition of new Subchapter III — Control...more
On October 13, 2021, Templeton Global Income Fund (GIM) announced that its Board of Trustees (Board) approved an issuer tender offer for 70% of its issued and outstanding common shares at a price per share equal to 99% of...more
In this issue, we cover regulatory developments impacting the investment management sector, including proposed legislation supported by the Investment Company Institute to address challenges for closed-end funds; the...more
12/9/2021
/ Business Development Companies ,
Closed-End Funds ,
Corporate Governance ,
Disclosure Requirements ,
Investment Adviser ,
Investment Management ,
Proxy Advisory Firms ,
Proxy Season ,
Registered Investment Companies (RICs) ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
In this issue, we cover regulatory developments impacting the investment management sector, including updates on activism activity during the 2021 proxy season, as well as the status of multiple SEC and NYSE proposals,...more
The Increasing Investor Opportunities Act (IIOA), introduced on November 19, 2020, by U.S. Representative Anthony Gonzalez (R-OH), aims to expand closed-end fund participation in private funds. The IIOA, among other things,...more
12/7/2020
/ Business Development Companies ,
Capital Markets ,
Closed-End Funds ,
Division of Investment Management ,
Investment ,
Investment Company Act of 1940 ,
Investment Funds ,
Private Funds ,
Private Offerings ,
Retail Investors ,
Rule 12d1-4 ,
Securities and Exchange Commission (SEC)
On November 19, 2020, U.S. Representative Anthony Gonzalez (R-OH) introduced the Increasing Investor Opportunities Act (IIOA). The IIOA, among other things, would require private funds to comply with the 10% limitation on...more
12/3/2020
/ Closed-End Funds ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Companies ,
Investment Funds ,
Private Equity ,
Private Equity Funds ,
Rule 12d1-4 ,
Securities and Exchange Commission (SEC) ,
Undue Influence Claims
On October 7, 2020, the Securities and Exchange Commission (SEC) adopted Rule 12d1-4 (Final Rule or Rule 12d1-4) under the Investment Company Act of 1940 (1940 Act) in an effort to streamline and enhance the regulatory...more
11/6/2020
/ Closed-End Funds ,
Exemptive Orders ,
Final Rules ,
Form N-CEN ,
Fund of Funds ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Management ,
New Rules ,
Rule 12d1-4 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Voting Requirements
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in fund proxy...more
On May 27, 2020, the staff of the Division of Investment Management (Staff) of the Securities and Exchange Commission (SEC) issued a statement regarding the intersection between state control share acquisition statutes...more
On April 8, 2020, the Securities and Exchange Commission (SEC) voted to adopt a series of rule and form amendments that are intended to modernize the registration, communication and offering processes for business development...more
4/22/2020
/ Business Development Companies ,
Closed-End Funds ,
Final Rules ,
Form 8-K ,
Incorporation by Reference ,
Investment Companies ,
Prospectus ,
Public Offerings ,
Regulatory Reform ,
Rule 486(b) ,
Securities and Exchange Commission (SEC) ,
Short-Form Registration
In recent weeks, the U.S. Securities and Exchange Commission (SEC) and market participants have dealt with the current and potential impact of the novel coronavirus COVID-19 pandemic. To help market participants remain in...more
4/10/2020
/ Board Meetings ,
Business Development Companies ,
Closed-End Funds ,
Coronavirus/COVID-19 ,
Exemptions ,
Filing Requirements ,
Liquidity ,
Listing Rules ,
NYSE ,
Open-Ended Fund Companies (OFCs) ,
Prospectus ,
Proxy Statements ,
Publicly-Traded Companies ,
Registered Funds ,
Regulatory Requirements ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Trusts ,
Virtual Meetings
In this issue, we summarize regulatory, litigation and industry developments from October 2019 to early January 2020 impacting the investment management sector, including SEC action on use of derivatives by registered...more
1/16/2020
/ Activist Investors ,
BDC ,
Bench Trial ,
Breach of Contract ,
Class Action ,
Closed-End Funds ,
Comment Period ,
Cross-Border ,
Derivatives ,
ETFs ,
Exemptive Relief ,
Fee Disclosure ,
Filing Fees ,
Investment Adviser ,
Investment Management ,
Libor ,
MiFID II ,
Mutual Funds ,
OCIE ,
Proposed Amendments ,
Proposed Rules ,
Proxy Access Rule ,
Proxy Voting Guidelines ,
Registered Investment Companies (RICs) ,
Regulatory Requirements ,
Risk Alert ,
Rule 10(b) ,
Rule 18f-4 ,
Rulemaking Process ,
Section 11 ,
Section 36(b) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements ,
Settlement Negotiations ,
Shareholder Proposals ,
Solicitation Provisions ,
Testing-the-Waters Communications
On November 5, 2019, the Securities and Exchange Commission (SEC) issued two releases proposing a number of amendments to the federal proxy rules. The first would change certain procedural requirements relating to the...more
In this issue, we summarize regulatory, litigation and industry developments from May to September 2019 impacting the investment management sector, including SEC action on standards of conduct for broker-dealers and...more
9/26/2019
/ Activist Investors ,
Bad Actors ,
Breach of Duty ,
Broker-Dealer ,
Class Action ,
Closed-End Funds ,
Conflicts of Interest ,
Custody Rule ,
Derivatives ,
Digital Securities ,
Disclosure Requirements ,
Dismissals ,
Employee Retirement Income Security Act (ERISA) ,
Excessive Fees ,
Failure To Disclose ,
Financial Statements ,
Fund Managers ,
Independent Audits ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Management ,
Libor ,
Mutual Funds ,
OCIE ,
Offerings ,
Pooled Investment Vehicles ,
Private Right of Action ,
Proxy Voting ,
Regulation S-K ,
Revenue Sharing ,
Risk Alert ,
Section 36(b) ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Litigation ,
Standard of Conduct ,
Waivers
As recently noted, Saba Capital Management, L.P. (Saba) has begun to escalate its attacks on the closed-end fund asset class, at the expense of retail fund shareholders.1 Saba continues its offensive against closed-end funds,...more
8/20/2019
/ Asset Class ,
Closed-End Funds ,
ETFs ,
Institutional Investors ,
Investment Company Act of 1940 ,
Investment Funds ,
Proxy Contests ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Violations ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
On June 14, 2019, Saba Capital Management, L.P. (Saba) entered into three standstill agreements with Invesco Advisers, Inc. (Invesco) and three Invesco-managed registered closed-end funds. The agreements arose from proxy...more
6/20/2019
/ Activist Hedge Funds ,
Asset Class ,
Closed-End Funds ,
Defense Strategies ,
Hedge Funds ,
Liquidation ,
NAV ,
Proxy Contests ,
Retail Investors ,
Shareholder Activism ,
Shareholder Rights ,
Standstill Agreements
In the inaugural issue of Investment Management Update, we summarize regulatory, litigation and industry developments from February 2019 to May 2019 impacting the investment management sector....more
6/18/2019
/ Amended Rules ,
Bitcoin ,
BlackRock ,
Broker-Dealer ,
Business Development Companies ,
Closed-End Funds ,
Compliance ,
Corporate Issuers ,
Custody Rule ,
Digital Assets ,
Disclosure Requirements ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Emerging Growth Companies ,
ETFs ,
Excessive Fees ,
Exemptive Relief ,
Exhibit Issues ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form N-PORT ,
Fund of Funds ,
Hyperlink ,
Incorporation by Reference ,
Initial Coin Offering (ICOs) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Companies ,
Investment Management ,
Modification ,
Mutual Funds ,
No-Action Letters ,
Personally Identifiable Information ,
Popular ,
Proposed Rules ,
Redaction ,
Regulation S-K ,
Regulation S-P ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Tokens ,
Securities Violations ,
Testing-the-Waters Communications ,
Voting Requirements ,
XBRL Filing Requirements
On June 4, 2019, a hedge fund managed by Saba Capital Management L.P. filed lawsuits in Delaware Chancery Court and in Maryland Circuit Court against three BlackRock-managed registered closed-end funds, the trustees/directors...more
6/10/2019
/ BlackRock ,
Board of Directors ,
Class Action ,
Class Certification ,
Closed-End Funds ,
Defense Strategies ,
Hedge Funds ,
Investment Adviser ,
Litigation Strategies ,
Long-Term Investment Funds ,
Proxy Contests ,
Retail Investors ,
Trump Administration ,
Trustees
On March 20, 2019, the Securities and Exchange Commission (SEC) voted to propose a series of rule and form amendments, as directed by Congress under the Small Business Credit Availability Act (SBCA) and the Economic Growth,...more
4/22/2019
/ Broker-Dealer ,
Business Development Companies ,
Closed-End Funds ,
Disclosure Requirements ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Investment Companies ,
Investment Company Act of 1940 ,
Offering Communications ,
Offerings ,
Proposed Amendments ,
Prospectus ,
Registration Statement ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Small Business Credit Availability Act (SBCAA) ,
Updated Forms ,
WKSIs ,
XBRL Filing Requirements
The Economic Growth, Regulatory Relief, and Consumer Protection Act (Consumer Protection Act), signed into law on May 24, 2018, includes certain provisions that are particularly relevant to investment companies, both...more
11/2/2018
/ Business Development Companies ,
Capital Investments ,
Closed-End Funds ,
Division of Investment Management ,
Economic Growth ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial CHOICE Act ,
Form S-3 ,
Incorporation by Reference ,
Investment Companies ,
Investment Company Act of 1940 ,
Offerings ,
Prospectus ,
Proxy Access Rule ,
Puerto Rico ,
Registration Requirement ,
Registration Statement ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shelf Registration ,
Small Business Credit Availability Act (SBCAA) ,
Venture Funding ,
WKSIs
On March 23, 2018, President Donald Trump signed the Consolidated Appropriations Act of 2018 into law. This legislation includes the Small Business Credit Availability Act (SBCA), which contains numerous changes to...more
4/10/2018
/ Business Development Companies ,
Capital Formation ,
Capital Rules ,
Closed-End Funds ,
Consolidated Appropriations Act (CAA) ,
Corporate Issuers ,
New Legislation ,
Proposed Legislation ,
Prospectus ,
Proxy Access Rule ,
Registration Statement ,
Regulation FD ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Small Business Credit Availability Act ,
Tax Credits ,
Trump Administration