The U.S. Securities and Exchange Commission (SEC) has officially launched EDGAR Next, its latest initiative to upgrade the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This new platform went live on...more
4/15/2025
/ Corporate Counsel ,
Corporate Governance ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Financial Services Industry ,
New Regulations ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 19, the Securities and Exchange Commission (SEC) issued a new FAQ response1 that softens prior guidance on the use of gross and net performance in advertisements. The new FAQs (the New Guidance) reduce the burden of...more
The Securities Act of 1933, as amended (Securities Act), requires that any offer or sale of securities in the United States must either be registered with the SEC or qualify for an exemption to registration thereunder....more
3/25/2025
/ Broker-Dealer ,
Capital Markets ,
Compliance ,
Financial Regulatory Reform ,
Investment ,
Investors ,
IRS ,
Regulatory Requirements ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On November 25, 2024, the U.S. Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC, and collectively with DOJ, the Government) brought parallel criminal and civil enforcement actions against the...more
12/9/2024
/ Department of Justice (DOJ) ,
Enforcement Actions ,
Illegal Conduct ,
Investment ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Investment Portfolios ,
Omnibus Trade and Competitiveness Act of 1988 ,
SEC Examination Priorities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On Nov. 21, Judge Reed O’Connor of the Northern District of Texas vacated the Security and Exchange Commission’s (SEC) newly enacted Rules 3a5-4 and 3a44-2 (collectively, the Dealer Rule), which expanded the scope of who...more
On October 21, 2024, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (the Division) released its annual Examination Priorities for fiscal year 2025 (the Report). The Report identifies certain...more
11/14/2024
/ Advisors Act ,
Bank Secrecy Act ,
Broker-Dealer ,
BSA/AML ,
Code of Conduct ,
Compliance ,
Enforcement Actions ,
Fiduciary Duty ,
Investment Adviser ,
Private Funds ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
On September 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced a settlement with an investment adviser for, among other things, failure to register with the SEC as an investment adviser. The SEC found that...more
On September 9, the U.S. Securities and Exchange Commission (SEC) announced another series of settlements with registered investment advisers for violations of Rule 206(4)-1, as amended (Marketing Rule), under the Investment...more
10/17/2024
/ Advertising ,
Disclosure Requirements ,
Endorsements ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
Policies and Procedures ,
Popular ,
Ratings ,
Securities and Exchange Commission (SEC) ,
Statement of Facts ,
Testimonial Statements ,
Third-Party
On August 14, 2024, the U.S. Securities and Exchange Commission (SEC) announced another series of settlements regarding “off-channel communications.”1 As part of its Off-Channel Communications Initiative,2 the SEC settled...more
On August 21, 2024, the U.S. Securities and Exchange Commission (SEC) adopted a rule (Final Rule) that will increase the threshold for what is considered a “qualifying venture capital fund” from $10,000,000 to $12,000,000....more
On August 26, 2024, the Securities and Exchange Commission (SEC) announced a settlement with a registered investment adviser (RIA) for failing to establish, maintain and enforce adequate written policies and procedures...more
On August 19, 2024, the U.S. Securities and Exchange Commission (SEC) settled with a registered investment adviser (Adviser),1 whereby the Adviser paid a $95,000 civil money penalty in addition to being censured for...more
9/5/2024
/ Campaign Contributions ,
Closed-End Funds ,
Federal Elections ,
Government Entities ,
Government Officials ,
Investment Adviser ,
Pay-To-Play ,
Policies and Procedures ,
Political Contributions ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
On August 28, the United States Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule (the “Final Rule”) subjecting certain registered investment advisers (RIAs) and exempt reporting...more
9/3/2024
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Customer Identification Program (CIP) ,
Final Rules ,
FinCEN ,
Investment Adviser ,
Patriot Act ,
Popular ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Suspicious Activity Reports (SARs)
A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more
The U.S. Supreme Court recently decided SEC v. Jarkesy. That decision held that individuals subject to U.S. Securities and Exchange Commission (SEC or Commission) enforcement actions in which the SEC seeks civil penalties for...more
7/19/2024
/ Administrative Authority ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Enforcement Actions ,
Federal Rules of Civil Procedure ,
Jury Trial ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Seventh Amendment ,
Tariffs ,
Tribal Governments
On May 14, 2024, the U.S. Securities and Exchange Commission (SEC) announced a settlement with a registered investment adviser (Adviser) that found the Adviser had (a) failed to adequately disclose conflicts pertaining to...more
On May 13, the Securities and Exchange Commission (SEC) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) released a joint notice of a proposed rulemaking (NPRM) that would require...more
Rule 206(4)-1, as amended (the Marketing Rule), continues to be an area of focus for the U.S. Securities and Exchange Commission (SEC). On April 17, 2024, the SEC Division of Examinations (Division) published a risk alert...more
On April 15, 2024, the U.S. Securities and Exchange Commission (SEC) settled with a registered investment adviser (Adviser), whereby the Adviser paid a $60,0000 civil money penalty of in addition to being censured for...more
On April 5, 2024, a jury found Matthew Panuwat civilly liable for insider trading in violation of federal securities laws in a first-of-its-kind “shadow trading” case (also referred to as “sympathy trading”), which was...more
On April 3, 2024, the U.S. Securities and Exchange Commission (SEC) announced yet another settlement regarding “off-channel communications.” As we have previously written about, settlements of this type have become...more
Limited partnership agreements and similar documents that govern private funds are often amended over the course of a fund’s life cycle. For example, many funds may be currently going through the amendment process in...more
On February 8, 2024, the U.S. Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) (together, the Commissions) jointly adopted additional amendments to Form PF, the confidential form by...more
On February 14, 2024, the U.S. Securities and Exchange Commission (the SEC) proposed a rule (the Proposal) that would increase the threshold for what is considered a “qualifying venture capital fund” from $10 million to $12...more
On Feb. 6, the Securities and Exchange Commission (SEC) announced two new rules that expanded the definition of “dealer” and “government securities dealer” under the Securities Exchange Act of 1934 (Exchange Act). These...more