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Seward & Kissel LLP

NYSE Proposes Rule Change to Exempt Registered Closed-End Funds From Requirement to Hold Annual Shareholder Meetings

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Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: The New York Stock Exchange LLC (“NYSE”) filed an application with the SEC proposing amendments to Section 302.00 of its Listed Company Manual...more

Alston & Bird

Navigating AI-Related Disclosure Challenges: Securities Filing, SEC Enforcement, and Shareholder Litigation Trends

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Companies’ accelerating reliance on artificial intelligence (AI) means heightened Securities and Exchange Commission (SEC) and shareholder plaintiff scrutiny. Our Securities Litigation Group underscores what companies need to...more

Carlton Fields

Insurers and Underlying Funds Sprint to Finalize Delivery Procedures for Tailored Shareholder Reports

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Variable contract issuers and underlying funds are charging toward the finish line to finalize procedures for delivering upcoming semiannual “tailored” shareholder reports. The reports in this new format must be concise...more

Alston & Bird

IRS Signals Increased Scrutiny of Deductibility of Success-Based Fees in M&A Transactions

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Our Tax Group sheds light on recent IRS rulings that disallow deductions involving success-based fees in M&A transactions. Contrary to common practice, the IRS recently ruled target companies could not deduct success-based...more

Conyers

केमैन आइलैंड में हेज फंड स्थापित करने में आपकी मदद के लिए एक गाइड

Conyers on

देश से बाहर हेज फंड स्थापित करने के मामले में केमैन आइलैंड का नाम दुनिया में पहले नंबर पर आता है। इसका टैक्स-न्यूट्रल प्लेटफॉर्म, स्थिर अर्थव्यवस्था, व्यवहार-कुशल बैंकिंग क्षेत्र, गोपनीयता और पेशेवर वित्तीय सेवा उद्योग ये तो...more

Seward & Kissel LLP

SEC Staff Denies Closed-End Fund’s No-Action Request Seeking to Exclude Shareholder Proposal to Declassify Board

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Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently denied a closed-end fund’s request for no-action...more

K&L Gates LLP

SEC Expands "Dealer" Definition to Capture Liquidity Providers

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Introduction - On 6 February 2024, the US Securities and Exchange Commission (SEC) voted 3-2 to adopt two new rules that significantly expand the definitions of a “dealer” and “government securities dealer” in Sections...more

K&L Gates LLP

Global Survey of ESG Regulations for Asset Managers

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Asset managers (i.e., investment advisers) offering funds in more than one country are accustomed to adapting to different regulatory requirements. However, the challenges presented by the global regulation of environmental,...more

Seward & Kissel LLP

Activist Investor Sues Closed-End Fund Over Poison Pill Provision

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Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: An investment manager and offshore fund have sued a closed-end fund for adopting a “poison pill” provision that prevents shareholders with more...more

Allen Matkins

Is "Degrowth" About To Grow?

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In reason years, many companies and some investors have embraced ESG (environmental, social and governance) objectives.  The move to embrace ESG has led to an "escalating backlash" according to The Conference Board.   Now,...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

Jones Day

SEC Adopts Amendments to the Beneficial Ownership Rules

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In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

Dechert LLP

UK Judgment Highlights Risks of Seeking to “Short Circuit” Hedge Fund Payment Structures

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On 25 April 2023, the English Court of Appeal reversed a decision of the High Court that found three senior former employees of an investment adviser to an investment fund liable for dishonest assistance (amongst other...more

Foley Hoag LLP - White Collar Law &...

Will Stakeholder Objections and Legal Uncertainty Slow an ESG Revolution?

According to the Securities & Exchange Commission, its proposed revisions to SEC regulations regarding climate change disclosures in May 2022 were intended to provide investors with consistent and reliable information...more

Seward & Kissel LLP

SEC Releases Staff Bulletin on Differential Advisory Fee Waivers

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Who may be interested: Investment Advisers, Mutual Fund Boards of Directors - Quick Take: The SEC staff recently issued a bulletin to highlight the requirements of Section 18 of the Investment Company Act of 1940 (1940...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - January 2023

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REGULATORY UPDATES - Recent SEC Leadership Changes - The Securities and Exchange Commission (the “SEC”) announced that Megan Barbero, currently SEC Principal Deputy General Counsel, will be appointed General Counsel,...more

Bradley Arant Boult Cummings LLP

Five Takeaways from the DOL’s Final Rule on Selecting Retirement Plan Investments

The Department of Labor (DOL) issued a final rule that explicitly allows—but does not require—retirement plan fiduciaries to take climate change and other environmental, social, and governance (ESG) considerations into...more

Sullivan & Worcester

SEC Adopts Modernized Disclosure Framework for Shareholder Reports

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On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rule and form amendments that modernize the disclosure framework for mutual funds and exchange-traded funds (“ETFs”) to create a new layered...more

White & Case LLP

The INDEX Act: A challenge to the voting influence of institutional investors that may yield unintended consequences

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The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex - The INDEX Act arrives at a moment of increasing resistance to ESG...more

K&L Gates LLP

Tailored Shareholder Reports and Revised Advertisement Fee Disclosure for Registered Investment Companies

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The U.S. Securities and Exchange Commission (SEC) voted unanimously on Wednesday 26 October 2022 at an open meeting to adopt a new approach to shareholder and investor communications by registered open-end funds and...more

McDermott Will & Emery

The Significance of Recent Delaware Court of Chancery SPAC Opinions

Highlighted below are several recent opinions from the Delaware Court of Chancery relating to special purpose acquisition companies (SPACs) that provide helpful guidance to sponsors, investors and practitioners. These cases...more

Fenwick & West LLP

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

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On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

A&O Shearman

Second Circuit Revives Putative Class Action, Finding Material Misstatements Adequately Alleged In Connection With Going-Private...

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On November 24, 2021, the United States Court of Appeals for the Second Circuit vacated the dismissal of a putative class action asserting claims under the Securities Exchange Act of 1934 against an internet company and one...more

White & Case LLP

Over 60 of the Nation's Leading Law Firms Respond to Investment Company Act Lawsuits Targeting the SPAC Industry

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Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because...more

Bass, Berry & Sims PLC

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies

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Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

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