Investment Funds & Advisers Insights

In 2024, the Securities and Exchange Commission (the “SEC”) amended the rules and forms that govern how all filers access and interact with its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).  These changes, referred to as “EDGAR Next,” replace the current password-based system and are intended to improve the

This summer, the U.S. Bureau of Economic Analysis (“BEA”) is conducting its Benchmark Survey of Financial Services Transactions Between U.S. Financial Services Providers and Foreign Persons.  This survey requires certain U.S. persons to file a Form BE-180 every five years.  This report is not the same as the BE-10 survey

As noted in our January 2025 Annual Letter, this is a reporting year for the U.S. Bureau of Economic Analysis (“BEA”) Benchmark Survey of U.S. Direct Investment Abroad, conducted every 5 years.  U.S. based investment advisers with any Foreign Affiliates (defined below) should review their reporting obligations in advance of

On March 26, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) adopted an interim final rule which significantly limits the reporting requirements under the Corporate Transparency Act (“CTA”).  Going forward, only “foreign reporting companies,” entities that were formed in a foreign jurisdiction that subsequently registered to

Yesterday, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced that no fines or penalties will be issued, and no enforcement actions will be taken, against any entity that fails to file a Beneficial Ownership Information Report (“BOIR”) until after a forthcoming interim final rule becomes effective. 

New amendments to the SEC’s privacy rules of Regulation S-P (the “Reg S-P Amendments”) will require SEC-registered investment advisers (“RIAs”) to develop written incident response programs for cybersecurity breaches and to monitor service providers with access to customer information.  Large RIAs with $1.5 billion or more in assets under management

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 below.  Please contact one

On December 26, 2024, the Fifth Circuit Court of Appeals reversed the decision of its motions panel from three days earlier and reinstated the nationwide injunction of the Corporate Transparency Act (“CTA”).  As a result, the U.S. government is once again prevented from enforcing the upcoming compliance deadline for those

On December 23, 2024, the Fifth Circuit Court of Appeals granted the U.S. government’s request to lift the nationwide injunction preventing enforcement of the Corporate Transparency Act.  As a result, all reporting entities are again required to file Beneficial Ownership Information reports (“BOIRs”).  However, the Department of the Treasury has

On December 3, 2024, a federal district court in Texas issued a nationwide preliminary injunction preventing the U.S. government from enforcing the upcoming compliance deadline to submit Beneficial Ownership Information reports (“BOIRs”) under the Corporate Transparency Act.  As a result, all reporting entities are currently not required to file BOIRs,

The Corporate Transparency Act (the “CTA”) requires many domestic and foreign entities doing business in the United States to file reports with the U.S. Financial Crimes Enforcement Network (“FinCEN”) regarding their beneficial ownership.  These beneficial ownership information reports (“BOIRs”) require reporting entities to identify their beneficial owners unless one of

Rule 21F-17(a) of the Securities Exchange Act (“Rule 21F-17”) prohibits any person from taking action to impede an individual from communicating directly with the SEC about possible securities law violations. As noted in our 2015 Client Alert regarding an SEC enforcement action against an adviser whose employee confidentiality agreements included

On April 23, 2024, the FTC issued a final rule (the “Final Rule”) broadly banning post-employment non-competition clauses between employers and their workers.  The Final Rule becomes effective on September 4, 2024 (the “Effective Date”) and applies to all investment advisers. The Final Rule: (1) bans entering into new non-compete

On June 5, 2024, the U.S. Fifth Circuit Court of Appeals vacated the SEC’s final private fund adviser rules adopted August 23, 2023 (as described in our prior client alert, the “Private Fund Rule”). The Fifth Circuit found that the SEC exceeded its statutory authority under Section 211(h) and Section

Many SEC-registered investment advisers that provide services to, and transact on behalf of, employer-sponsored retirement plans, individual retirement accounts and certain private funds with retirement investors (collectively, “Plan Clients”) rely on the Department of Labor’s Prohibited Transaction Exemption 84-14, commonly referred to as the “QPAM Exemption.”  The Department of Labor

Form N-PX is a form used to report certain proxy votes.  Historically, only mutual funds and other registered investment companies were required to file Form N-PX.  Starting in August 2024, however, all institutional investment managers[1] that file Form 13F, including investment advisers solely to private funds (“Managers”), will also need

On April 3, 2024, the U.S. Securities and Exchange Commission (“SEC”) announced charges against Senvest Management LLC (“Senvest”), a registered investment adviser, for longstanding recordkeeping violations and failing to enforce its code of ethics.  Senvest agreed to settle the charges by paying a $6.5 million penalty and taking steps to

Last week the SEC notched a win in its first “shadow” insider trading case when a jury returned a verdict for the SEC after only two hours of deliberation. However, back in 2021, the SEC was met with a hail of criticism when it brought this first, and so far

On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted Rule 13f-2 under the Securities Exchange Act of 1934 (the “1934 Act”), to provide transparency regarding short equity security positions that exceed certain thresholds.  Rule 13f-2 requires “institutional investment managers” that exercise discretionary authority with respect to gross

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 below.  Please contact one