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United States: SEC’s Approach to Artificial Intelligence Begins to Take Shape

On 27 March 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable on Artificial Intelligence (AI) in the financial industry that was designed to solicit feedback on the risks, benefits and governance of...more

Rule 506(c) Unchained? The SEC Loosens Requirements for Advertising in Private Capital Raises

On 12 March 2025, the US Securities and Exchange Commission (SEC) staff issued a no-action letter that provides private fund sponsors with a concrete, streamlined approach to relying on Rule 506(c), based on minimum...more

SEC Marketing Rule FAQs Yield New Guidance

On 19 March 2025, the Securities and Exchange Commission staff issued updated frequently asked questions (FAQs) relating to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the Marketing Rule) (available here)....more

Trust But Verify (With a Minimum Investment Amount)

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited...more

Asset Management Regulatory Year in Review 2024

2024 was a year of meaningful regulatory change for asset managers globally. The regulatory activity was wide ranging and without a particular unifying theme. In fact, the wide, and in cases diverging focuses of key global...more

“Oops, I was a Broker!?” SEC Cracks Down on Investment Adviser Representatives Acting as Unregistered Brokers

On 14 January 2025, the Securities and Exchange Commission (SEC) announced settled charges against three investment adviser representatives for acting as unregistered brokers in the sale of membership interests in certain...more

Compliance Outreach Program: Private Funds Panel

On 7 November 2024, the US Securities and Exchange Commission’s (SEC) Divisions of Examinations, Investment Management, and Enforcement hosted a virtual panel on compliance and enforcement topics as part of its broader...more

SEC's Division of Examinations Halloween Treat–2025 Priorities

In order to discourage investment advisers, broker-dealers and investment companies from engaging in any “tricks,” the SEC’s Division of Examinations has published a treat, in the form of its 2025 Examination Priorities (the...more

The SEC Fines Stand-Alone Adviser for Off-Channel Communications

Overview - On 3 April 2024, the US Securities and Exchange Commission (the SEC) announced the first settlement with a stand-alone registered investment adviser for, among other things, failures to maintain and preserve...more

SEC and CFTC Adopt Amendments to Form PF for Increased Disclosure

Brief Overview - On 8 February 2024, the US Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) jointly adopted amendments to Form PF (the Amendments), the confidential reporting form...more

The SEC's New Private Fund Adviser Rules: A Guide to Compliance (Updated)

On 23 August, the US Securities and Exchange Commission adopted new rules and rule amendments that will impose substantial regulation on the management and operation of private funds by investment advisers. The Guide to...more

The SEC's New Private Fund Adviser Rules: A Guide to Compliance

On 23 August, the US Securities and Exchange Commission adopted new rules and rule amendments that will impose substantial regulation on the management and operation of private funds by investment advisers. The Guide to...more

Road Map for an Examination: SEC Examination Risk Alert Lays Out SEC Examination Strategy Considerations

For registered investment advisers, examinations by the Securities and Exchange Commission (SEC) are a part of doing business. While an SEC examination is inevitable, many advisers have often wondered why they were selected...more

A New Frontier: The SEC Addresses Artificial Intelligence (and a Whole Lot More)

Executive Summary - Newly proposed rules (the Predictive Analytics Rules) will, if adopted as proposed, require broker-dealers and investment advisers (firms) to: (i) identify conflicts of interests when using certain...more

The SEC Significantly Expands the Scope of Form PF Reporting

Introduction and Summary - On 3 May 2023, the Securities and Exchange Commission (SEC) approved amendments to Form PF (the Amendments), the confidential reporting form required to be filed by certain SEC-registered private...more

SEC Proposes Custody Rule Overhaul With Broad Implications for Investment Advisers, Custodians, and Independent Public Accounting...

On 15 February 2023, the Securities and Exchange Commission (SEC) announced a proposed overhaul of the custody framework for SEC-registered investment advisers (investment advisers). The proposed reforms—which would amend and...more

ESG and the Sustainable Economy Handbook - Overview

Environmental, social, and governance (ESG) and the sustainable economy are concepts that often overlap and frequently intertwine. Whether viewed separately or together, they have significantly changed global investing and...more

Registered Funds and the New ESG Rule Proposals: Everything You Wanted to Know (But Were Afraid to Ask)

EXECUTIVE SUMMARY - On 25 May 2022, the Securities and Exchange Commission (SEC) proposed a series of amendments (the Proposed Amendments) to rules and reporting forms, which purport to provide investors with additional...more

SEC Proposes Amendments to Form PF to Increase Oversight of Private Funds

On 26 January 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Form PF, the confidential reporting form required to be filed by certain advisers to private funds. If adopted, the proposed...more

ESG and the Sustainable Economy Handbook - Perspectives in ESG and Sustainable Investment

Environmental, social, and governance (ESG) and the sustainable economy are concepts that often overlap and frequently intertwine. Whether viewed separately or together, they have significantly changed global investing and...more

SEC Increases the "Qualified Client" Net Worth and Assets Under Management Thresholds

INTRODUCTION - On 17 June 2021, the U.S. Securities and Exchange Commission (the SEC) issued an order to: (i) increase the net worth threshold for “qualified clients” under Rule 205-3 of the Investment Advisers Act of 1940,...more

The SEC's Modernized Marketing Rule for Investment Advisers

On 22 December 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments (the final rule) to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the Advisers Act) to modernize the regulation of...more

Finders Keepers? SEC Proposes Exemption from Broker-Dealer Registration for Finders in Private Placements, but Questions Remain

OVERVIEW - On October 7, 2020, the U.S. Securities and Exchange Commission (SEC) proposed a conditional exemption, operating as a nonexclusive safe harbor from the broker registration requirements of Section 15(a) of the...more

Summer's Over, but the Pool Is Open: SEC Expands the Definition of Accredited Investor

INTRODUCTION - On 26 August 2020, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more

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