On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) adopted new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act), to address certain conflicts of interest and...more
10/25/2023
/ Fund Managers ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investors ,
Legacy Funds ,
Policies and Procedures ,
Pooled Investment Vehicles ,
Preferred Treatment ,
Private Funds ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency
On September 5, the U.S. Securities and Exchange Commission (SEC) announced enforcement actions against five investment advisers for violating Rule 206(4)-2 (the Custody Rule) and Rule 204-1(a) (the ADV Reporting Rule) of the...more
10/19/2023
/ Audited Financial Statements ,
Client Funds ,
Custodians ,
Custody Rule ,
Enforcement Actions ,
Form ADV ,
GAAP ,
Investment Advisers Act of 1940 ,
Marketing ,
PCAOB ,
Performance Standards ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) adopted new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act), to address what it perceives as certain conflicts...more
9/26/2023
/ Borrowers ,
Clawbacks ,
Compliance ,
Consent ,
Disclosure Requirements ,
Enforcement Actions ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
Legacy Funds ,
Negligence ,
Notice Requirements ,
Portfolio Managers ,
Private Funds ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Willful Misconduct ,
Written Consent
On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) announced the enactment of a series of new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act). We refer to these...more
8/30/2023
/ Audits ,
Compliance ,
Consent ,
Custody Rule ,
Disclosure Requirements ,
Final Rules ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Private Funds ,
Quarterly Report ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency
U.S. hedge funds, private equity funds, and venture capital funds (collectively, the Private Funds)2 and their U.S. general partners, sponsors, and managers (Advisers) are not directly subject to the Bank Secrecy Act of 1970...more
7/26/2023
/ Anti-Money Laundering ,
Bank Secrecy Act ,
FATF ,
Fund Managers ,
Hedge Funds ,
Office of Foreign Assets Control (OFAC) ,
Politically Exposed Person (PEPs) ,
Popular ,
Private Funds ,
Red Flags Rule ,
SDN List ,
Venture Capital
If you have been following the appeal in Kirschner v. JP Morgan Chase Bank, N.A., No. 21-2726, you know that the Second Circuit, following oral argument on the Trustee’s appeal of the District Court’s decision that the...more
On June 7, 2023, the Securities and Exchange Commission (“SEC”) adopted, pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), (i) new Rule 9j-1 to combat fraud, manipulation, and deception in connection with...more
The Securities and Exchange Commission (SEC) routinely prepares Risk Alerts to provide helpful information to federally registered investment advisors (advisers). On June 8, the SEC released a Risk Alert that described...more
On May 25, 2023, Gary Gensler, Chairperson of the U.S. Securities and Exchange Commission (SEC), spoke at an Investment Company Institute leadership conference and discussed SEC proposals that address potential instability in...more
In the latest installment of Lowenstein Sandler's Cybersecurity Awareness Series, Ken Fishkin speaks with Kathleen A. McGee, partner in Lowenstein’s The Tech Group and White Collar Criminal Defense practice group; Kate...more
On May 3, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to Form PF, the confidential form by which certain SEC-registered investment advisers report information pertaining to the private funds...more
5/11/2023
/ Annual Reports ,
Brokers ,
Clawbacks ,
FSOC ,
Hedge Funds ,
Investment Adviser ,
Private Equity ,
Proposed Amendments ,
Quarterly Report ,
Registered Investment Advisors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (the SEC) routinely prepares Division Risk Alerts to provide helpful information to federally registered investment advisers (advisers). On March 27, the SEC released a Division Risk...more
Lowenstein Sandler’s Investment Management Group is pleased to provide you with the summaries and checklists described below.
Summaries of recent legal developments with respect to:
•SEC’s 2023 Examination Priorities-...more
4/7/2023
/ CFTC ,
Commodity Pool ,
Commodity Trading Advisors (CTAs) ,
Custody Rule ,
Cybersecurity ,
Electronic Communications ,
Employee Retirement Income Security Act (ERISA) ,
Fund Managers ,
Investment Adviser ,
Office of Foreign Assets Control (OFAC) ,
Popular ,
Proxy Voting ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
On September 29, 2022, the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule implementing the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements...more
4/6/2023
/ Anti-Money Laundering ,
Beneficial Owner ,
Corporate Transparency Act ,
Corruption ,
Exemptions ,
Final Rules ,
FinCEN ,
Fraud ,
IRS ,
Ownership Interest ,
Popular ,
Reporting Requirements ,
Smaller Reporting Companies ,
Tax Exemptions ,
Terrorism Funding
On March 15, 2023, the Securities and Exchange Commission (“SEC”) issued three releases proposing (i) amendments to Regulation S-P (“Regulation S-P Proposal”)1, (ii) amendments to Regulation SCI (“Regulation SCI Proposal”)2,...more
3/30/2023
/ Broker-Dealer ,
Cybersecurity ,
Electronically Stored Information ,
Incident Response Plans ,
Investment Adviser ,
Investment Companies ,
Policies and Procedures ,
Proposed Amendments ,
Regulation S-P ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On February 15, the Securities and Exchange Commission (“SEC”) issued a rule release (“Release” or “Proposal”) that proposes new Rule 223-1 (“Safeguarding Rule”) under the Investment Advisers Act of 1940, as amended...more
As we previously wrote, the Securities and Exchange Commission (the “SEC”) proposed several rules that would impose additional requirements on private fund managers (“Managers”), many of which relate to various types of...more
I. Introduction-
U.S. hedge funds, private equity funds, and venture capital funds (collectively, the Private Funds),1 and their U.S. general partners, sponsors, and managers (Advisers), are not directly subject to the...more
2/20/2023
/ Anti-Money Laundering ,
Bank Secrecy Act ,
FinCEN ,
Fund Managers ,
Hedge Funds ,
Investment Adviser ,
Money Laundering Control Act (MLCA) of 1986 ,
Office of Foreign Assets Control (OFAC) ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Venture Capital
On February 7, 2023, the U.S. Securities and Exchange Commission (“SEC”) Division of Examinations (the “Division”) released its annual Priorities Report1 for upcoming examinations of registered investment advisers...more
2/17/2023
/ Anti-Money Laundering ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptoassets ,
Customer Protection Rule ,
Cyber Crimes ,
Cybersecurity ,
Emerging Technologies ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Marketing ,
Popular ,
Portfolio Managers ,
Private Funds ,
Registered Investment Advisors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
On Jan. 11, the Securities and Exchange Commission (SEC) issued a new FAQ response discussing an investment adviser’s obligations with respect to the use of gross and net performance information in the marketing of private...more
On December 5, 2022, the Division of Examinations (EXAMS) of the Securities and Exchange Commission (SEC) issued a Risk Alert regarding recently observed compliance issues with respect to Regulation S-ID. Under Regulation...more
On October 26, the Securities and Exchange Commission (SEC) issued a rule release (Release) that proposed new and amended rules (Proposed Rule) under the Investment Advisers Act of 1940, as amended (Advisers Act)....more
11/22/2022
/ Books & Records ,
Comment Period ,
Due Diligence ,
Federal Register ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Proposed Rules ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Service Professionals ,
Third-Party
On September 27, 2022, regulators from the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) handed out over $1.8 billion in fines to financial institutions in connection with...more
10/6/2022
/ Books & Records ,
Broker-Dealer ,
CFTC ,
Commercial Electronic Messages ,
Electronic Communications ,
Financial Institutions ,
Fines ,
Investment Adviser ,
OCIE ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Technology ,
Training
As evidenced by an influx of recent activity over the past month, it’s becoming more and more apparent that the U.S. Securities and Exchange Commission (SEC) is strengthening its regulatory framework and pushing forward with...more
On July 26, 2022, the U.S. Department of Labor (DOL) released a proposed amendment to Prohibited Transaction Class Exemption 84-14, known as the Qualified Professional Asset “Manager” (QPAM) exemption. ...more
8/5/2022
/ Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
GAAP ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
IRS ,
Notification Requirements ,
Proposed Amendments ,
QPAM ,
Real Party in Interest ,
Recordkeeping Requirements