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Investment Adviser Securities Regulation

Morgan Lewis

Modernizing FINRA Rules for Member Workplaces: A Call for Comments

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FINRA previously announced in Regulatory Notice 25-04 that it is launching a broad review to modernize its rules regarding member firms and associated persons and identified the modern workplace as its area of initial focus....more

Eversheds Sutherland (US) LLP

SEC v. Commonwealth: a win for the securities industry

On April 1, 2025, the First Circuit Court of Appeals vacated a nearly $95 million judgment against our client Commonwealth Financial Network related to the sufficiency of Commonwealth’s revenue-sharing disclosures. The First...more

Moore & Van Allen PLLC

Acting Chairman Uyeda Suggests Revisiting the Role of State Securities Regulators in Connection with Mid-size Investment Advisers...

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On April 8, 2025, then Acting Chairman Mark T. Uyeda of the U.S. Securities and Exchange Commission (“SEC”), highlighted in remarks before the Annual Conference on Federal and State Securities Cooperation two areas where...more

Seward & Kissel LLP

SEC Releases Annual Registered Investment Company Update

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Who may be interested: Registered Investment Companies; Registered Investment Advisers; Boards of Directors; Portfolio Managers. Quick Take: The staff of the SEC’s Division of Investment Management (Staff) published its...more

Troutman Pepper Locke

First Circuit Questions Materiality in SEC's Case Against Commonwealth Equity Services

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On April 1, the U.S. Court of Appeals for the First Circuit vacated a summary judgment ruling in favor of the Securities and Exchange Commission (SEC) against Commonwealth Equity Services, LLC, also known as Commonwealth...more

Spilman Thomas & Battle, PLLC

Decoded - Technology Law Insights, V 6, Issue 3, April 2025

Welcome to our third issue of 2025 of Decoded - our technology law insights e-newsletter. We hope you enjoy this issue and thank you for reading. SEC may Reverse Proposed Cryptocurrency Custody Rule and Ohio House...more

Proskauer - Regulatory & Compliance

Raising the Bar: SEC Evaluating an Increase in Minimum AUM Threshold for Investment Adviser Registration

On April 8, 2025, Acting SEC Chairman Mark T. Uyeda gave a speech signaling that the SEC may revisit the current minimum assets under management (“AUM”) threshold for federal registration, potentially reducing the number of...more

Morgan Lewis

Securities Enforcement Roundup – March 2025

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In this issue of our monthly Securities Enforcement Roundup, we highlight top securities enforcement developments and cases from March 2025. In March 2025: US Securities and Exchange Commission (SEC or the Commission)...more

Ropes & Gray LLP

First Circuit Vacates Summary Judgment Award and $93 Million Order in Revenue Sharing Case

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On April 1, 2025, the United States Court of Appeals for the First Circuit overturned a $93 million judgment issued against Commonwealth Financial Network (“Commonwealth”) nearly one year ago in a case by the Securities and...more

Jones Day

First Circuit Reverses SEC Win in $93 Million Investment Adviser Disclosure Case

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The court rejects the SEC's per se materiality argument and requires proof of a causal connection between the defendant's allegedly inadequate disclosures and purported unlawful profits....more

Eversheds Sutherland (US) LLP

Dual registrant regulatory roundup - April 2025

Welcome to the Regulatory Roundup. Each month, Eversheds Sutherland Investment Services attorneys review significant regulatory developments (including notable rulemakings and guidance from securities regulators) from the...more

K&L Gates LLP

United States: House Committee on Financial Services Urges the SEC to Withdraw Final and Proposed Rules

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On 31 March 2025, the House Committee on Financial Services (Committee), in a letter to Acting Chairman of the US Securities and Exchange Commission (SEC), Mark Uyeda, identified a series of proposed and adopted rules that...more

SEC Compliance Consultants, Inc. (SEC³)

February and March 2025 Regulatory Roundup

SEC Clarifies Marketing Rule, Warms up to Crypto and Private Placements under 506(c), and Backs off Form SHO; Latest Lessons from EXAMS: Duty of Care and Risk Identification Failures - Welcome to our February and March 2025...more

Davis Wright Tremaine LLP

FINRA Proposes a Unified Rule for Outside Business Activities and Private Securities Transactions

FINRA proposes a new rule to simplify requirements in Rules 3270 and Rule 3280, aiming to reduce unnecessary burdens. The structure of Proposed FINRA Rule 3290 requires prior written notice for investment-related activity...more

DLA Piper

SEC Clarifies When Gross-Only Performance May Be Permissible

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The US Securities and Exchange Commission staff (Staff) has issued revised guidance regarding the application of Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (Marketing Rule), providing flexibility for...more

Akerman LLP

SEC’s Latest Marketing Rule Guidance: Key Takeaways for Advisers

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On March 19, 2025, the Securities and Exchange Commission’s (SEC) Division of Investment Management updated its Marketing Compliance Frequently Asked Questions (FAQ) to address industry confusion that has arisen in the wake...more

Morrison & Foerster LLP

SEC Staff Issues New Marketing Rule FAQs

On March 19, 2025, the staff of the SEC’s Division of Investment Management issued two new FAQs related to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the “Rule”). The new guidance reduces the complexity of the...more

SEC Compliance Consultants, Inc. (SEC³)

7 Ugly Truths About Compliance: A Primer for New Chief Compliance Officers

Many compliance officers live in hope that if they ramp up their persuasive skills, engage employees with spectacular training presentations, and provide succinct and prompt advice, they will receive the respect and...more

Katten Muchin Rosenman LLP

SEC Marketing Rule Update: New Staff FAQs on Performance Presentations

On March 19th, Staff from the Securities and Exchange Commission (SEC) issued much needed (and anticipated) relief in the form of two new frequently asked questions (FAQs) related to rule 206(4)-1 under the Investment...more

Lowenstein Sandler LLP

SEC Updates Guidance on the Use of Gross and Net Performance in Advertisements

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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

Seward & Kissel LLP

Exchange-Traded Fund Fails to Clear SEC Staff Comment Process Prior to Launch

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Who may be interested: Exchange-Traded Funds, Registered Funds and their Investment Advisers - Quick Take: The Staff of the Securities and Exchange Commission (SEC) Division of Investment Management publicly issued a...more

Mayer Brown Free Writings + Perspectives

Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance...

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of...more

Morris, Manning & Martin, LLP

"Custody" for Registered Investment Advisers in Unusual Circumstances

For most registered investment advisers (RIAs), their annual update to Form ADV will be due on March 31, 2025. We have received several questions about “custody” and peculiar situations where RIAs may inadvertently have...more

K&L Gates LLP

SEC Marketing Rule FAQs Yield New Guidance

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On 19 March 2025, the Securities and Exchange Commission staff issued updated frequently asked questions (FAQs) relating to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the Marketing Rule) (available here)....more

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Division of Investment Management Staff Revises Guidance on Certain Gross and Net Performance-Related Presentations

On March 19, 2025, the staff of the SEC’s Division of Investment Management (the “Staff”) updated its Marketing Compliance Frequently Asked Questions (“FAQs”) to address the inclusion by SEC-registered investment advisers of...more

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