News & Analysis as of

Exemptions Securities and Exchange Commission (SEC)

Seward & Kissel LLP

SEC Easing Conditions for Co-Investment Relief for BDCs and Closed-End Funds

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On April 3, 2025, the U.S. Securities and Exchange Commission (“SEC”) issued a notice of proposed exemptive relief to FS Credit Opportunities Corp. and its affiliates (Applicants), introducing more flexible co-investment...more

Eversheds Sutherland (US) LLP

SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments....more

Allen Matkins

When Do Blue Sky Laws Apply?

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In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws.  This is understandable because federal law in many cases preempts state...more

Katten Muchin Rosenman LLP

March Brings New Beginnings: SEC Approves Multi-Share Class Exemptive Relief for Private BDCs and Certain Registered Closed-End...

Since March 12, 2025, the US Securities and Exchange Commission (SEC) has approved multiple applications for multi-share class exemptive relief for private business development companies (BDCs) and certain registered...more

Robinson Bradshaw

Form D: A Primer

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Under Section 5 of the Securities Act of 1933, all offers and sales of securities, including offers or sales of limited partnership interests or membership interests in a private fund, must be registered with the Securities...more

Vedder Price

SEC Grants One-Year Exemption from New Short Sale Reporting Requirements

Vedder Price on

On February 7, 2025, the SEC issued a one-year exemption from compliance with new Rule 13f‑2 under the Securities Exchange Act of 1934 and related reporting on new Form SHO. The SEC adopted Rule 13f-2 and the Form SHO...more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

Buchalter

SEC Issues Modified CDI's on Private Placements and Offering Exemptions

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On March 12, 2025, the SEC dropped a massive amount of changes to their Compliance and Disclosure Interpretations (CDI’s) related to Regulation D and other forms of exempt offerings, including clarification (and flexibility!)...more

Dinsmore & Shohl LLP

Planning Strategies for Horse Racing Partnership Managers

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Racing partnerships are of great value to the horse industry as they increase participation and bring new fans to the sport while lowering both costs and risk exposure....more

Mayer Brown Free Writings + Perspectives

SEC Extends Compliance Dates and Provides Temporary Exemption for Rule Related to Clearing of U.S. Treasury Securities

On February 25, 2025, the SEC extended the compliance dates for Rule 17ad-22(e)(18)(iv)(A) and (B) under the Securities Exchange Act for eligible cash market transactions by one year to December 31, 2026, and for eligible...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Seward & Kissel LLP

SEC Brings Charges for Failure to File Form D Notice in Connection with Exempt Securities Offerings under Regulation D

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On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more

Dorsey & Whitney LLP

Comparison of Canadian and U.S. Securities Laws

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Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more

Holland & Knight LLP

A Look at the CTA's Subsidiary Exemption as Applied to CMBS Special Purpose Entities

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The Corporate Transparency Act (CTA) requires certain domestic and foreign entities, called "reporting companies," to file a beneficial ownership information (BOI) report – which provides information about their owners,...more

Proskauer Rose LLP

Deadline Approaches: FinCEN’s Rules for Beneficial Ownership Reporting under the Corporate Transparency Act

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The Corporate Transparency Act (the “CTA”) requires a range of entities, primarily smaller, otherwise unregulated companies, to file a report with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network...more

BCLP

Recent SEC Enforcement Action Integrating Affiliated Advisers

BCLP on

A recent Securities and Exchange Commission (“SEC”) settled enforcement action serves as an excellent reminder of the risk of operational integration to firms that operate multiple advisory entities, especially where one of...more

Mintz Edge

VC Funds Warehousing Investments: Traps for the Unwary

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One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”),...more

Foley Hoag LLP

SEC Updates “Qualifying Venture Capital Fund” Threshold for Section 3(c)(1) Exemption Under the Investment Company Act

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The two most common exemptions from registration under the Investment Company Act of 1940 (the “Act”) utilized by private funds are under Section 3(c)(7) and Section 3(c)(1). Funds that do not qualify for an exemption under...more

Baker Botts L.L.P.

Form SD Deadline Approaching for Resource Extraction Issuers: Reminder and FAQs

Baker Botts L.L.P. on

As previously discussed in our Client Alert issued on December 18, 2020 (available here), the U.S. Securities and Exchange Commission (the “Commission”) adopted its final rule (the “Final Rule,” available here) requiring...more

DLA Piper

Venture Capital Funds: 3(c)(1) Funds vs. 3(c)(7) Funds

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Provided that they meet certain criteria, venture capital funds are not required to be registered as an “investment company” by the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940...more

Faegre Drinker Biddle & Reath LLP

The New Fiduciary Rule (44): The Regulation and Exemptions are Stayed (4)—What Remains?

The DOL’s fiduciary regulation was scheduled to become effective this September 23. The exemptions were scheduled to become partially effective this September 23 and fully effective September 23, 2025....more

Proskauer Rose LLP

Proskauer's Hedge Start: What Key Exemptions Apply to Hedge Funds?

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We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more

Bricker Graydon LLP

DOL Fiduciary Investment Advice - We Have Tread This Road Before, Has Anything Changed for Advisors?

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The Department of Labor (DOL) recently released the Retirement Security Rule - yet another iteration of its updated fiduciary rule that has been kicking around the agency for over a decade....more

ArentFox Schiff

Biden Administration Issues Final Rule Expanding ERISA Fiduciary Definition, Enhancing Protections for Pension Plan Participants

ArentFox Schiff on

On April 23, the US Department of Labor (DOL) released a final rule significantly expanding the definition of who qualifies as a fiduciary under the Employee Retirement Income Security Act (ERISA) (the Retirement Security...more

Latham & Watkins LLP

FINRA Releases Long-Anticipated Guidance on New Work-From-Home Exemption Ahead of Impending COVID-19 Relief Expiration

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FINRA’s guidance sheds further light on the new rule, which will permit firms to elect “non-branch” designation for a private residence where an associated person conducts specified supervisory activities....more

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