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Corporate Transparency Act – Domestic Entities No Longer Required to File; New Rules for Foreign Entities

On March 26, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) adopted an interim final rule…

Corporate Transparency Act – No Penalties for Failure to File by March 21, 2025; New Rule Forthcoming

Yesterday, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced that no fines or penalties will be…

Regulation S-P Amendments Applicable to SEC-Registered Investment Advisers

New amendments to the SEC’s privacy rules of Regulation S-P (the “Reg S-P Amendments”) will require SEC-registered investment advisers (“RIAs”)…

Annual Letter: 2025

This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few…

Corporate Transparency Act – Nationwide Injunction Once Again Reinstated

On December 26, 2024, the Fifth Circuit Court of Appeals reversed the decision of its motions panel from three days…

Corporate Transparency Act – Nationwide Injunction Lifted – New January 13 Deadline in Force

On December 23, 2024, the Fifth Circuit Court of Appeals granted the U.S. government’s request to lift the nationwide injunction…

Corporate Transparency Act – Nationwide Preliminary Injunction

On December 3, 2024, a federal district court in Texas issued a nationwide preliminary injunction preventing the U.S. government from…

Corporate Transparency Act Compliance Reminder and Guidance

The Corporate Transparency Act (the “CTA”) requires many domestic and foreign entities doing business in the United States to file…

SEC Cracks Down on Whistleblower-Impeding Language

Rule 21F-17(a) of the Securities Exchange Act (“Rule 21F-17”) prohibits any person from taking action to impede an individual from…

Federal Trade Commission (“FTC”) Ban on Non-Compete Clauses

On April 23, 2024, the FTC issued a final rule (the “Final Rule”) broadly banning post-employment non-competition clauses between employers…

Private Fund Adviser Rules Vacated

On June 5, 2024, the U.S. Fifth Circuit Court of Appeals vacated the SEC’s final private fund adviser rules adopted…

New QPAM Exemption Requirements

Many SEC-registered investment advisers that provide services to, and transact on behalf of, employer-sponsored retirement plans, individual retirement accounts and…

New Form N-PX Filing Requirement for Managers that File Form 13F

Form N-PX is a form used to report certain proxy votes.  Historically, only mutual funds and other registered investment companies…

SEC Charges Investment Adviser with Recordkeeping Failures Related to “Off Channel” Communications

On April 3, 2024, the U.S. Securities and Exchange Commission (“SEC”) announced charges against Senvest Management LLC (“Senvest”), a registered…

“Shadow” Insider Trading – SEC Wins Jury Trial in Closely Watched Insider Trading Case

Last week the SEC notched a win in its first “shadow” insider trading case when a jury returned a verdict…

New Monthly Short Position Reporting

On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted Rule 13f-2 under the Securities Exchange Act of…

Annual Letter: 2024

This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few…

Amendments to Rules Governing Beneficial Ownership Reporting

The Securities Exchange Commission (the “SEC”) adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G…

Tax Court Decision Impacts Self-Employment Tax Exception

Investment fund managers who structure their share of management fee income, as well as their share of performance fees, to…

Corporate Transparency Act Compliance – Update

As discussed in our Client Alert regarding the Corporate Transparency Act, beginning January 1, 2024 (the “Effective Date”), the Financial…

Corporate Transparency Act Compliance

The Financial Crimes Enforcement Network (“FinCEN”) previously issued a final rule to implement the Corporate Transparency Act (the “CTA”), which…

SEC Adopts New Rules for Private Fund Advisers

On August 23, 2023, the Securities Exchange Commission (the “SEC”) adopted significant new rules for private fund advisers (the “Rules”)…

SEC Enforcement Actions for Custody Rule Violations

On September 5, 2023, the Securities Exchange Commission (the “SEC”) charged five advisory firms with violations of Rule 206(4)-2 (the…

SEC Adopts Amendments to Expand the Scope of Form PF

On May 3, 2023, the Securities Exchange Commission (the “SEC”) approved significant amendments to Form PF (the “Amendments”), the confidential…

Join Us at SohnSF – September 26

Shartsis Friese LLP has joined other prominent firms in the San Francisco Bay Area investment funds community to sponsor the…