In the midst of a national election cycle, now is a good time for investment advisers to refresh their understanding on the SEC’s Pay to Play Rule (the “Rule”) and related SEC staff guidance As demonstrated by a number of...more
On September 3, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced settled charges against Galois Capital Management LLC (“Galois”), a Florida-based former registered investment adviser, for failing to...more
10/1/2024
/ Cryptoassets ,
Custody Rule ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Limited Partnership Agreements ,
Misleading Statements ,
Penalties ,
Private Funds ,
Securities ,
Securities and Exchange Commission (SEC)
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
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
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 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 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
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
Recently, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against an investment adviser (the “Adviser”) for using hypothetical performance metrics in advertisements that were misleading pursuant to...more
9/12/2023
/ Advertising ,
Anti-Fraud Provisions ,
Breach of Duty ,
Cease and Desist Orders ,
Cryptoassets ,
Enforcement Actions ,
Fiduciary Duty ,
FinTech ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
Misleading Statements ,
Penalties ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
Securities Violations
On August 23, 2023, by a vote of 3-2, 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...more
8/28/2023
/ Audits ,
Clawbacks ,
Compensation ,
Compliance ,
Custody ,
Final Rules ,
GAAP ,
Indemnification ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Waivers ,
Written Consent
Summary of the Recent SEC Actions -
On August 8, 2023, in yet another set of enforcement actions in the space, the U.S. Securities and Exchange Commission (the “SEC”) settled charges against ten broker-dealers and a dually...more
Expiration of SEC Staff’s No Action Letters Providing Relief to Broker-Dealers Regarding MiFID II Research Requirements -
On July 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) let expire a long-standing...more
On February 7, 2023, the SEC’s Division of Examinations (the “Division”) announced its 2023 examination priorities (“Examination Priorities”). The Division indicated that 2023 examinations will prioritize several significant...more
On January 11, 2023, the staff of the Division of Investment Management of the Securities & Exchange Commission (the “Staff”) updated its Frequently Asked Questions (“FAQ”) relating to compliance with Rule 206(4)-1 under the...more
This Memorandum is intended to remind you of certain U.S. annual requirements that may be applicable to your business and is divided into five sections. All investment advisers (whether or not registered with the Securities...more
1/5/2023
/ Audits ,
Blue Sky Laws ,
Commodity Trading Advisors (CTAs) ,
Disclosure Requirements ,
Eligibility ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Filing Deadlines ,
Financial Industry Regulatory Authority (FINRA) ,
IARD ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
Personal Information ,
Policies and Procedures ,
Private Offerings ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
The Securities and Exchange Commission (the “SEC”) has proposed new rule 206(4)-11 (the “Proposed Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”). If adopted, the Proposed Rule would require registered...more
On September 20th, 2022, the Securities and Exchange Commission (“Commission”) entered a settled order (“Order”) against the wealth management arm of a global financial services firm (“Firm”) for its failure to protect...more
On December 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted reforms under the Investment Advisers Act of 1940, which modernized rules that govern investment adviser advertising and payments to solicitors....more
On September 27, 2022, the Securities and Exchange Commission (“Commission”) entered into a series of settled orders (“Orders”) against 15 broker-dealers and one affiliated investment adviser for widespread failures by the...more
10/4/2022
/ Broker-Dealer ,
Compliance ,
Electronic Communications ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Penalties ,
Policies and Procedures ,
Recordkeeping Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934