Jahan P. Raissi
6.17.20 / Jahan P. Raissi

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” mean? In grammar school we all learned that the words “may” and “are” mean different things.  The SEC recently reminded advisers that the difference can be material when it comes

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Joan L. Grant
4.20.20 / Joan L. Grant

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 approaching rapidly for most SEC-registered investment advisers that have separate account clients.  An SEC-registered investment adviser with “retail clients” must file Form CRS on the IARD by June 30, 2020,

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4.9.20 / John P. Broadhurst, Geoffrey W. Haynes, Carolyn S. Reiser, Jahan P. Raissi, Neil J. Koren, James J. Frolik, Christina Mickelson Hamilton, David Suozzi, Anthony J. Caldwell, Kevin Leiske, Joan L. Grant, Ellyn T. Roberts

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 ideas on how to manage right now and prepare for what may come. As many of you know, our firm’s fund practice started in the early 1980s, and we have

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Joan L. Grant
3.20.20 / Joan L. Grant

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 certain Investment Advisers Act reports and requirements.  The SEC’s release is available at  https://www.sec.gov/rules/other/2020/ia-5463.pdf. On Wednesday March 25, 2020, the SEC revised the conditional relief to remove certain conditions.  This

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

Annual Letter: 2020

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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Jahan P. Raissi
1.8.20 / Jahan P. Raissi

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 a summary of the presentation, updated with information from yesterday’s release of the SEC’s 2020 Examination Priorities. The Examination Program.  The SEC’s examination of investment advisers – conducted by the

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1.3.20 / Christina Mickelson Hamilton, Joan L. Grant

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, FINRA has added new categories and broadened the categories of investors that are exempt from the rules’ restrictions (for example, certain sovereign entities and retirement plans), narrowed the types of

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Jahan P. Raissi
11.15.19 / Jahan P. Raissi

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 here).  The Report showed that in FY 2019 the Commission brought 526 stand-alone enforcement actions, an increase of over 7% from the 490 cases brought in 2018.  Likewise, a total

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

Swaps Proficiency Requirements

Earlier this year, the National Futures Association (NFA) announced that individuals registered as associated persons (APs) of NFA members that engage in swaps activity (for example, commodity pool operators (CPOs), commodity trading advisors (CTAs), futures commission merchants (FCMs) and introducing brokers (IBs)) will need to meet new Swaps Proficiency Requirements.

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

SEC Concept Release: Harmonization of Securities Offering Exemptions

Shartsis Friese LLP recently commented on the Securities and Exchange Commission’s Concept Release, Harmonization of Securities Offering Exemptions.  The letter is available here. If you have any questions, please contact one of the attorneys in the Investment Funds & Advisers Group at Shartsis Friese LLP: John Broadhurst, Geoffrey Haynes, Carolyn

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8.23.19 / 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

The Cayman Islands Data Protection Law, 2017

The Cayman Islands Data Protection Law, 2017 (the “DPL”) was adopted on March 27, 2017.  Similar to the European Union’s General Data Protection Regulation, the DPL regulates how businesses, including investment funds and their advisers and service providers, process personal data and sets forth certain rights and obligations regarding data

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Christina Mickelson Hamilton
8.9.19 / Christina Mickelson Hamilton

Form SHL

The Department of the Treasury recently announced that certain U.S. persons must complete a survey of foreign ownership of U.S. securities as of June 30, 2019.  A U.S. person must file Form SHL if the person (1) manages the safekeeping of U.S. securities (e.g., custodians) if the total market value

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7.10.19

Help For Children (HFC)

The 18th annual Help For Children Gala event for the San Francisco Chapter of Help For Children (aka, Hedge Funds Care) is scheduled for Wednesday, September 18, 2019, at San Francisco City Hall.  This year there will again be a whiskey tasting, in addition to wines from a number of

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Christina Mickelson Hamilton
6.24.19 / Christina Mickelson Hamilton

SEC Publishes Interpretation of Investment Advisers’ Fiduciary Duty and Adopts Rules and Interpretations for Financial Professionals and their Retail Clients

On June 5, 2019, the Securities and Exchange Commission (“SEC”) released an interpretation to reaffirm and clarify certain aspects of an investment adviser’s fiduciary duty to its clients under the Investment Advisers Act of 1940 (the “Advisers Act”).  The SEC also announced a package of rulemakings and other interpretations addressing

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Jahan P. Raissi
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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Jahan P. Raissi
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

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

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

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

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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