Owning an NFL team is no longer a fantasy. The National Football League (the “NFL” or the “League”) voted to allow minority stakes to be sold to private equity firms (“PE”). However, according to NFL.com, “an executive from...more
9/12/2024
/ Blocker Corporations ,
Incentives ,
Internal Revenue Code (IRC) ,
Investment ,
Liquidity ,
Minority Equity Investments ,
NFL ,
Pass-Through Entities ,
Passive Investments ,
Popular ,
Private Equity ,
Revenue ,
Tax Benefits ,
Tax Returns ,
UBTI
On August 28, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued a final rule (the “Final Rule”) that subjects certain registered investment advisers (“RIAs”) and exempt reporting advisers (“ERAs”) to anti-money...more
9/11/2024
/ AML/CFT ,
Anti-Money Laundering ,
Asset Management ,
Beneficial Owner ,
Currency Transaction Reports (CTR) ,
Exempt Reporting Advisers (ERAs) ,
Final Rules ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Patriot Act ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024....more
Memorandum to our Investment Management Clients and Friends -
The Quinquennial Report of Foreign-Resident Holdings of U.S. Securities (“TIC Form SHL”) is a benchmark report used by the U.S. Department of the Treasury to...more
In May 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, requiring, among other things,...more
The United States and Switzerland jointly announced the conversion of the intergovernmental agreement (“IGA”) from a “Model 2” to “Model 1” agreement. The new IGA will come into effect January 1, 2027, allowing time for...more
Last week, the Internal Revenue Service (“IRS”) proposed regulations (the “Proposed Regulations”) to treat certain basket contracts as listed transactions. Basket contracts were previously identified as transactions of...more
While the concept of a pass-through expense model is most often associated with multi-strategy alternative investment funds, this expense structure is beginning to gain wider traction among other managers as well, depending...more
Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions...more
On June 5th, the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) vacated the Securities and Exchange Commission’s (the “SEC”) final rule regarding the regulation of private fund advisers (the “Final...more
New Rule 14Ad-1 under the Exchange Act – which becomes effective on July 1, 2024 – will require institutional investment managers subject to the reporting requirements of Section 13(f) of the Exchange Act (known as “13F...more
On May 16, 2024, the SEC amended Regulation S-P to impose new data privacy and security requirements on broker-dealers, registered investment advisers, investment companies (whether or not they are registered with the SEC),...more
5/24/2024
/ Breach Notification Rule ,
Broker-Dealer ,
Data Breach ,
Documentation ,
Incident Response Plans ,
Investment Companies ,
ISOs ,
Notice Requirements ,
Policies and Procedures ,
Popular ,
Recordkeeping Requirements ,
Regulation S-P ,
Securities and Exchange Commission (SEC)
The SEC recently charged an investment adviser for violating Rule 206(4)-5 under the Advisers Act, known as the “Pay-to-Play Rule” (Rule). In settling the charges, the adviser agreed to pay a $60,000 penalty and was censured...more
Starting May 28, 2024, the settlement cycle for most transactions in U.S. securities will shorten from T+2 to T+1 as a result of rule amendments adopted by the Securities and Exchange Commission (SEC).1 The SEC also adopted a...more
On February 13, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a notice of proposed rulemaking (the “Proposed Rule”) that would subject registered investment advisers (“RIAs”) and...more
3/8/2024
/ AML/CFT ,
Closed-End Funds ,
Compliance ,
Customer Due Diligence (CDD) ,
Employee Training ,
Exempt Reporting Advisers (ERAs) ,
Final Rules ,
FinCEN ,
Internal Controls ,
Mutual Funds ,
Notice of Proposed Rulemaking (NOPR) ,
Patriot Act ,
Policies and Procedures ,
Private Funds ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Reporting Requirements ,
Risk Assessment ,
Travel Rule
On February 6, 2024, the SEC’s Division of Investment Management (SEC Staff) released an update to frequently asked questions document (FAQ) regarding amendments to rule 206(4)-1. The SEC Staff responses to the FAQ’s...more
On February 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted amendments to the definitions of “dealer” and “government securities dealer” that would subject certain market participants acting as liquidity...more
On January 22, 2024, the Federal Trade Commission (the “FTC”) announced that it will (i) increase the dollar-based thresholds used to determine whether parties are required to notify federal antitrust authorities about a...more
2/6/2024
/ Acquisitions ,
Antitrust Division ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On December 13, 2023, the Securities and Exchange Commission (the “SEC” or the “Commission”) voted 4-1 to approve Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer...more
January 1, 2024 is the effective date of a new rule (the “BOI Reporting Rule”) issued under the Corporate Transparency Act requiring domestic and foreign corporations, limited liability companies and other similar entities...more
In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,...more
On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted new Rule 13f-2 (the “New Rule”) under Section 13(f)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related Form SHO....more
The Securities and Exchange Commission (the “SEC”) recently adopted amendments1 to Rule 35d-1 under the Investment Company Act of 1940, the fund “Names Rule” (“Amendments”). In the Release, the SEC noted that the Amendments...more
11/7/2023
/ Compliance ,
Derivatives ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form N-PORT ,
Investment Company Act of 1940 ,
Investment Funds ,
New Amendments ,
Notice Requirements ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
Recently, the Securities and Exchange Commission (the “SEC”) announced charges against nine registered investment advisers (the “Advisers”) for advertising hypothetical performance to the general public on their websites...more
10/5/2023
On August 23, 2023, the Securities and Exchange Commission (the “SEC”) adopted new final rules and amendments to existing rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) with respect to the...more