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
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
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
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
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
I. SPAC and de-SPAC Background -
A special purpose acquisition company, or SPAC, is a public company with no operations, products, or assets. Unlike a traditional public company’s initial public offering (IPO), a SPAC’s...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
While the headwinds from the COVID-19 pandemic began to fade in 2022, new challenges emerged in the broader economy as Federal Reserve policies increased interest rates and cheap money withdrew from the system. Many of the...more
As new portfolio managers enter the hedge fund space with dreams of running billions of dollars in a traditional US/offshore master-feeder structure, many of these managers are encountering the asset raising headwinds that...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 23, 2023, the Federal Trade Commission (the “FTC”) announced that it will (i) increase the dollar-based thresholds that determine whether parties are required to notify federal antitrust authorities about a...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
Introduction -
The U.S. Treasury Department (the “U.S. Treasury”) has made significant changes to Treasury International Capital (“TIC”) Form SLT, a filing required to be made by many investment managers on behalf their...more
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
This Memorandum discusses the New York City pass-through entity tax (“PTET”) election. Partnerships and S corporations with New York City resident partners, members or shareholders may elect into this tax. Once elected, New...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
I. Introduction -
On December 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted reforms under the Investment Advisers Act of 1940 (the “Advisers Act”), which modernized rules that govern investment...more