News & Analysis as of

Shareholders Investment Company Act of 1940

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

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On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Seward & Kissel LLP

SEC Staff Issues FAQs On Tailored Shareholder Reports

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Who may be interested: Registered Investment Companies - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently issued responses to frequently asked questions (FAQs) covering the SEC’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....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

Troutman Pepper

SEC Releases New Guidance on Tailored Shareholder Reports

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On January 19, 2024, the Division of Investment Management staff at the Securities and Exchange Commission (SEC), released several responses to frequently asked questions (FAQs) related to the adoption of rules and form...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...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

Seward & Kissel LLP

SEC Adopts Rule and Form Amendments Relating to Shareholder Reports and Investment Company Advertisements

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The Securities and Exchange Commission (SEC) recently adopted substantial amendments to shareholder reports used by investment companies, including mutual funds and exchange-traded funds (ETFs) (collectively, funds)...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

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Enacts Protections for Closed-End Fund Investors

On July 27, 2022, Delaware Gov. John Carney signed into law amendments to the Delaware Statutory Trust Act (DSTA). These amendments include the addition of new Subchapter III — Control Beneficial Interest Acquisitions...more

Goodwin

Delaware Adopts Control Share Acquisition Statute for Registered Closed-End Funds and Business Development Companies Organized In...

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The state of Delaware recently amended the Delaware Statutory Trust Act to adopt a control share acquisition statute (the “Control Share Statute”) as an anti-takeover defense. Beginning on August 1, 2022, the effective date...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

McCarter & English, LLP

SEC Proposes Amendments to Rules Affecting SPACs

The commissioners of the SEC have proposed new rules and amendments that would require greater disclosures from special-purpose acquisition companies (SPACs). The proposed rules were made in reaction to concerns over the...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...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

Carlton Fields

Converting Mutual Funds to ETFs: A Fertile Field?

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A trend seems to be starting for open-end management investment companies to reorganize into exchange-traded funds. The March 12, 2021, merger of the Adaptive Growth Opportunities Fund, a series of the Starboard Investment...more

Foley & Lardner LLP

Foley Regulatory Reminder: Electronic Delivery of Shareholder Reports under Rule 30e-3 of Investment Company Act

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Beginning January 1, 2021, registered management companies and certain registered unit investment trusts that have complied with the required transition period disclosures are now able to use electronic delivery to transmit...more

Goodwin

Financial Services Weekly Roundup: SEC Proposes Modified Disclosure Framework For Funds

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In the News. The Securities and Exchange Commission (SEC) proposed modifying the disclosure framework for mutual funds and exchange-traded funds (funds), which would create a new layered disclosure regime that attempts to...more

Bass, Berry & Sims PLC

Chris Lazarini Outlines Factors to Determine Whether Adviser's Fees Violate Investment Company Act

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Bass, Berry & Sims attorney Chris Lazarini outlined the factors courts must consider in determining whether the fees an adviser charges a mutual fund are excessive and in violation of the Investment Company Act. All the...more

Dechert LLP

COVID-19 Coronavirus: Fund Needs Cash? How about a Rights Offering?

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Key Takeaways - Rights offerings serve as an attractive capital-raising option for issuers in need of liquidity, particularly for closed-end funds and business development companies (“BDCs”), which generally cannot issue...more

Sheppard Mullin Richter & Hampton LLP

California State Court Declines to Expand Standing for Claims Under 1933 Act

In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - January 2020

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REGULATORY UPDATES - FINRA Issues Regulation Best Interest Checklist for Brokers - On October 8, 2019, the Financial Industry Regulatory Authority (“FINRA”) announced it will provide new resources to assist member firms...more

Proskauer Rose LLP

SEC Proposes Expedited Exemptive Relief Process and SEC Staff Issues Guidance on Repurchase Offers by Non-Traded BDCs

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The Securities and Exchange Commission (the "Commission") and the staff of its Division of Investment Management (the "Staff") have recently taken two actions that may prove beneficial to registered funds and business...more

Eversheds Sutherland (US) LLP

SEC guidance on reduced asset coverage for unlisted BDCs

On October 17, 2019, the staff of the Division of Investment Management (the “Staff”) of the US Securities and Exchange Commission issued guidance regarding an unlisted business development company’s (BDC) repurchase...more

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