Investment Funds & Advisers Insights

As noted in our Annual Letter, in 2021 the Federal Trade Commission adopted expanded and detailed rules implementing the requirement under the Gramm-Leach-Bliley Act of 1999 that financial institutions safeguard the consumer information that they collect and maintain (the “Safeguards Rule”). The FTC’s Safeguards Rule applies to all investment advisers

With the start of a new year, it’s a good time to look back at 2022’s developments in insider trading. The SEC’s 2022 Numbers.  The federal government’s fiscal year runs from October 1 to September 30 of the following year, so the SEC’s FY 2022 numbers don’t perfectly align with

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

Two recent enforcement “sweeps” by the U.S. Securities and Exchange Commission (“SEC”) serve as a reminder that the SEC at times takes a strict and technical view of regulatory requirements, even when failure to comply has no apparent economic or client impact. First, in early September, the SEC announced that

The November 4, 2022 deadline for compliance with Rule 204(4)-1 (the “Marketing Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) is quickly approaching for advisers registered with the Securities and Exchange Commission (the “SEC”). The Marketing Rule overhauled the SEC’s framework governing advertising and solicitation. Our prior

The recently proposed Inflation Reduction Act of 2022 (“IRA”) includes a number of tax provisions, the most important of which for our fund and real estate clients involve changing the existing rules targeting carried interests. The changes would (i) make holders of carried interests in hedge funds, private equity funds,

The U.S. Securities and Exchange Commission (the “SEC”) recently proposed extensive new rules and amendments under the Investment Advisers Act of 1940 (the “Advisers Act”) that mandate new regulations for investment advisers to “private funds,” including some that apply to advisers not registered with the SEC such as exempt private

Back in August 2021 the Securities and Exchange Commission filed a first-of-its-kind “shadow” insider trading case against Matthew Panuwat. Mr. Panuwat filed a motion to dismiss the SEC’s case arguing that the SEC’s shadow theory of insider trading was not supported by existing insider trading law. On January 14, 2022,

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 John

On September 14, 2021, the SEC brought an unusual enforcement action against App Annie, a so-called “alt data” provider, and its co-founder. A link to the SEC’s release is here. As set forth in the settled SEC order, App Annie provides an analytics product to app companies that allows those

Last month the SEC filed a novel insider trading case worth taking a look at (a link to the SEC release is here). The SEC alleged that Matthew Panuwat, an executive at the publicly traded biopharma company Medivation Inc., learned that his company was being acquired by Pfizer. At this

Gov. Gavin Newsom signed A.B. 150 into law on July 15, 2021. This law creates a workaround to the $10,000 cap on a federal income tax deduction for state and local taxes (“SALT”). The law was unanimously approved by the California Assembly and Senate on July 1, 2021 and enacted

The U.S. Securities and Exchange Commission (the “SEC”) recently announced in Advisers Act Release 5756 that it has adjusted for inflation the two thresholds used to determine whether a client or investor is a “qualified client” pursuant to Rule 205-3 under the Investment Advisers Act of 1940: (1) the threshold

The majority of insider trading compliance questions this year, by a wide margin, have been related to SPAC PIPE offerings.  SPACs have been a hot topic for some time now and it has become quite common for a SPAC to raise additional money through a PIPE to finance the acquisition

The Securities and Exchange Commission (the “SEC”) has finalized significant revisions to its rules under the Investment Advisers Act governing advertising and solicitation by investment advisers (the “Rule”).  The Rule will not become effective for at least 60 days, at which time advisers will have 18 months to transition to

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 John

The Securities Exchange Commission (the “SEC”) has rescheduled its compliance outreach program’s national seminar for investment companies and investment advisers to noon EST on November 19, 2020.  This program is intended to help Chief Compliance Officers and other senior personnel at investment companies and investment advisory firms enhance their compliance

In September and October, the U.S. Bureau of Economic Analysis (“BEA”) is conducting its 2019 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, and there are important changes introduced for

The “accredited investor” definition largely has been unchanged since 1982, but on August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to expand the definition in Rules 215 and 501(a) of Regulation D under the Securities Act of 1933 (the “Securities Act”).  To conform with these changes,

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