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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…

THE SEC BRINGS AN “ALT DATA” ENFORCEMENT CASE

On September 14, 2021, the SEC brought an unusual enforcement action against App Annie, a so-called “alt data” provider, and…

SEC INSIDER TRADING CASE IS NOVEL, BUT NOT AN EXPANSION OF THE LAW

Last month the SEC filed a novel insider trading case worth taking a look at (a link to the SEC…

Client Alert: Gov. Newsom Signs A.B. 150 – SALT Workaround

Gov. Gavin Newsom signed A.B. 150 into law on July 15, 2021. This law creates a workaround to the $10,000…

SEC Raises “Qualified Client” Net Worth Threshold Effective August 16, 2021

The U.S. Securities and Exchange Commission (the “SEC”) recently announced in Advisers Act Release 5756 that it has adjusted for…

SPAC PIPES AND MNPI COMPLIANCE (or, acronyms run amok)

The majority of insider trading compliance questions this year, by a wide margin, have been related to SPAC PIPE offerings. …

New SEC Marketing Rule for Investment Advisers

The Securities and Exchange Commission (the “SEC”) has finalized significant revisions to its rules under the Investment Advisers Act governing…

Annual Letter: 2021

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

Upcoming SEC Seminar for Investment Advisory CCOs and Other Senior Personnel

The Securities Exchange Commission (the “SEC”) has rescheduled its compliance outreach program’s national seminar for investment companies and investment advisers…

Form BE-180, 2019 Benchmark Survey of Financial Services Transactions Between U.S. Financial Services Providers and Foreign Persons

In September and October, the U.S. Bureau of Economic Analysis (“BEA”) is conducting its 2019 Benchmark Survey of Financial Services…

New SEC Accredited Investor Categories and Rule 144A Amendments

The “accredited investor” definition largely has been unchanged since 1982, but on August 26, 2020, the Securities and Exchange Commission…

SEC Investment Adviser Enforcement Actions: “May” Might Be Materially Misleading & Insider Trading Policies

Two topics from recent SEC investment adviser enforcement cases, disclosure language and insider trading policies. Adviser Disclosures: What does “may”…

Countdown to Form CRS, and New OCIE Risk Alert

The due dates to prepare, file and deliver a new part of Form ADV, Form CRS (Customer Relationship Summary), are…

Navigating the Coronavirus Crisis Together

As we navigate these unprecedented times, we wanted to share our thoughts about the COVID-19 crisis, and provide some constructive…

SEC Issues Limited COVID-19 Regulatory Relief for Advisers

Updated March 26, 2020 – On Friday, March 13, 2020, the SEC announced conditional relief for the due dates of…

The Supreme Importance of Foreign Trademark Registrations

Clients often ask what the benefits are of registering a trademark. There are many benefits to registering a trademark in…

Annual Letter: 2020

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

SEC EXAMINATIONS OF INVESTMENT ADVISERS – Winter 2020 Update

Last October I spoke at a compliance conference on the subject of SEC investment adviser examinations.  The article below is…

FINRA Amends its New Issue Rules

FINRA has updated its Rules 5130 and 5131, which govern allocations of “new issues,” effective January 1, 2020.  Broadly speaking,…

Insider Trading: The SEC’s FY 2019 Cases

Last week the SEC’s Division of Enforcement published its Annual Report for the fiscal year ended September 30, 2019 (available…