5.28.19 / Jahan P. Raissi

The California Consumer Privacy Act Exemption Important to Investment Advisers

The California Consumer Privacy Act (“CCPA”) is a broad consumer privacy law that is effective as of January 1, 2020, and will apply to most large investment advisers (those with revenue in excess of $25 million).  The CCPA is the most sweeping and comprehensive privacy and data protection law in

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2.26.19 / Jahan P. Raissi

Are There Any Lessons From The SEC’s Insider Trading Cases Brought Over The Last 17 Months?

The recent publication of the SEC Division of Enforcement’s 2018 Annual Report provided an opportunity to look back over the SEC’s insider trading cases brought from October 2017 (the start of the SEC’s 2018 fiscal year) through the present.  In that 17 month period there were 59 insider trading cases

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1.24.19 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Jahan P. Raissi, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, David Suozzi, Joan L. Grant, Ellyn T. Roberts, Alan Azar

Annual Letter: 2019

This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few weeks. We will be pleased to respond to questions, assist you in preparing needed forms and otherwise assist you in satisfying any of the requirements discussed in this letter. Please

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10.31.18 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Jahan P. Raissi, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi, Alan Azar

Opportunity Zones

Our clients have expressed significant interest in the new “Qualified Opportunity Zone” (“Qualified Zone”) tax incentives created by The Tax Cuts and Jobs Act of 2017 under Subchapter Z of the Internal Revenue Code (“Subchapter Z”). These incentives encourage the formation of “Qualified Opportunity Funds” (“QOFs”) to invest in operating

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8.14.18 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi, Alan Azar

Death of the DOL Fiduciary Rule

On April 8, 2016, the Department of Labor (the “DOL”) issued a new regulation that expanded the definition of an “investment advice fiduciary” (the “Fiduciary Rule”). An “investment advice fiduciary” is subject to a heightened fiduciary standard under the Employee Retirement Income Security Act of 1974 (“ERISA”). The Fiduciary Rule

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5.18.18 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Jahan P. Raissi, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, Alan Azar

GDPR – May 25, 2018 Effective Date

The General Data Protection Regulation (GDPR) is a new data privacy and security initiative adopted by the EU that is intended to provide enhanced protection to EU citizens for their personal data.  The definition of “personal data” is very broad and captures much of the data regarding EU investors that

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2.9.18 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Reminder of NAV Decline Triggers

Given the recent market volatility, we thought we would remind you about NAV decline triggers in your agreements with counterparties.  Most swap, securities lending and margin lending agreements (some of which may be in brokerage account agreements) include covenants that require your firm or its client or fund to notify

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1.17.18 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Annual Letter: 2018

This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few weeks. Tax Changes 1. Tax Reform Bill. The Tax Cuts and Reform Bill changes the treatment of the “carried interest” allocable to some investment advisers to investment funds, and will

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12.26.17 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Recently Signed Tax Reform Bill

The President has signed the Tax Cuts and Reform Bill, which among other things changes the treatment of the “carried interest” allocable to most hedge fund managers (typically 20%). It provides that long term capital gain treatment within the manager’s carried interest generally will only be available with respect to

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6.1.17 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Upcoming DOL Fiduciary Rule Compliance Deadline

Department of Labor Fiduciary Rule to Take Effect June 9, 2017 The U.S. Department of Labor (“DOL”) regulation that expands the definition of “investment advice fiduciary” (the “Fiduciary Rule”) becomes applicable June 9, 2017, and will affect discretionary investment managers. Immediate Consequences of the Fiduciary Rule By June 9, 2017,

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3.13.17 / Christina Mickelson Hamilton, Joan L. Grant

Inadvertent Custody

The SEC recently clarified when an investment adviser will be deemed to have custody of client assets in certain separate account situations, through a No-Action Letter and IM Guidance Update. In the recent Investment Advisers Association No-Action Letter, the SEC staff stated that an adviser is deemed to have custody

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2.10.17 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Upcoming Deadline for Form SHC

Investment managers that hold non-U.S. securities (including interests in offshore master funds) for their own accounts or the accounts of their U.S. clients and funds may be required to file Treasury International Capital Form SHC (“Form SHC”) with the Federal Reserve Bank of New York.  Form SHC is part of

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1.13.17 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Annual Letter: 2017

This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few weeks. Federally Registered Investment Advisers 1. Annual Updating Amendment to Form ADV.  If your firm is an SEC-registered adviser, it must amend its Form ADV each year on the IARD

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1.13.17 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

The Department of Labor Fiduciary Rule’s Effect on Investment Adviser Marketing Practices and Rollover Recommendations

On April 10, 2017, the U.S. Department of Labor (“DOL”) final regulation (the “Final Regulation”) that redefines what constitutes “investment advice” that makes the advice provider (including an investment advisory firm) a “fiduciary” to plans, plan participants and IRA owners (“Retirement Plan Investors”) under the Employee Retirement Income Security Act

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10.21.16 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

SEC Amendments to Form ADV

The SEC recently adopted amendments to Form ADV (the “Amendments“) that modify the requirements of Part 1A of Form ADV to: (1) formalize an “umbrella” registration option for multiple advisers that operate a single advisory business; (2) require additional information about separately managed accounts (“SMAs”) that is similar to information

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10.5.16 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

Performance Related Books and Records Rule Amendments

The SEC focuses closely on the calculation and distribution of performance information, including through examinations of investment advisers conducted by the Office of Compliance Inspections and Examinations. There have been multiple recent SEC enforcement settlements and complaints that allege falsified performance information (see SEC commentary regarding QED Benchmark Management LLC,

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9.12.16 / Christina Mickelson Hamilton

Co-Investments

Increasingly, hedge funds are emulating their private equity counterparts by making what are commonly referred to as “co-investments.”  Occasionally, a hedge fund manager will come across an attractive investment opportunity that is either inappropriate for its fund or too large to allocate solely to the fund.  In that case, the

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9.7.16 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

New Department of Labor Regulation

New Regulation. On April 8, 2016, the U.S. Department of Labor (“DOL”) issued its long-awaited final regulation redefining what constitutes “investment advice” that makes the advice provider a “fiduciary” to plans, plan participants and IRA owners under ERISA and the prohibited transaction excise tax rules of Internal Revenue Code (“Code”)

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8.25.16 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant, Ellyn T. Roberts, David Suozzi

New Employee and Independent Contractor Notice Requirements

The federal Defend Trade Secrets Act (the “DTSA”) became effective on May 11, 2016.  It permits companies to pursue a federal remedy for misappropriation of their trade secrets.  Before the enactment of the DTSA, private rights of action for trade secret misappropriation were governed exclusively by state law.  The DTSA

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7.21.16 / Carolyn S. Reiser

Proposed SEC Rules Regarding Continuity and Succession Planning

On June 28, 2016, the SEC proposed new Rule 206(4)-4 and amendments to Rule 204-2 under the Advisers Act that would require SEC-registered investment advisers to establish business continuity and transition plans.   Existing Advisers Act Rule 206(4)-7 requires advisers to adopt formal written compliance policies, and the SEC has previously

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