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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…

Upcoming July 1, 2023, Compliance Deadline under the California Consumer Privacy Act

Generally, an adviser that does business in California and has a gross annual revenue of over $25 million in the…

Exempt Reporting Advisers and State Registered Advisers – FTC Safeguards Rule – June 9 Compliance Deadline

As noted in our Annual Letter, in 2021 the Federal Trade Commission adopted expanded and detailed rules implementing the requirement…

Insider Trading – 2022 In Review

With the start of a new year, it’s a good time to look back at 2022’s developments in insider trading….

Annual Letter: 2023

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

Recent SEC Enforcement Actions Indicate Strict Regulatory Interpretations

Two recent enforcement “sweeps” by the U.S. Securities and Exchange Commission (“SEC”) serve as a reminder that the SEC at…

Upcoming Compliance Deadline for SEC Marketing Rule Compliance

The November 4, 2022 deadline for compliance with Rule 204(4)-1 (the “Marketing Rule”) under the Investment Advisers Act of 1940…

Proposed Inflation Reduction Act of 2022

The recently proposed Inflation Reduction Act of 2022 (“IRA”) includes a number of tax provisions, the most important of which…

SEC Proposes Fundamental Changes to Private Fund Regulation

The U.S. Securities and Exchange Commission (the “SEC”) recently proposed extensive new rules and amendments under the Investment Advisers Act…

“Shadow Trading” – District Court Upholds the SEC’s Shadow Insider Trading Theory

Back in August 2021 the Securities and Exchange Commission filed a first-of-its-kind “shadow” insider trading case against Matthew Panuwat. Mr….

Annual Letter: 2022

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