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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7.8.16 / 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 Raises “Qualified Client” Net Worth Threshold Effective August 15, 2016

The U.S. Securities and Exchange Commission (the “SEC”) has raised the net worth threshold under the “performance fee rule” from $2,000,000 to $2,100,000. This increase, which the SEC announced in Release No. IA-4421, adjusts for inflation the net worth test used to determine whether a client or investor is a

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6.8.16 / James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant

Demystifying Private Placement Laws – Part 2: Blue Sky Laws

The term “Blue Sky Laws” refers to the laws of U.S. states that prohibit the fraudulent sale of securities. This post is the second in a two-part series on securities and gives a general overview of some of the state securities laws and regulations that may apply to domestic private

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6.3.16 / Cristina N. Rubke, Erick C. Howard

Trademark Protection

Summary. We encourage you to consider obtaining federal trademark protection for the names and logos of your advisory firm and investment funds as part of your overall marketing and intellectual property strategy. We are happy to assist you in this process. Some basic considerations when choosing and protecting a name

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6.1.16 / James J. Frolik, Christina Mickelson Hamilton, Joan L. Grant

Demystifying Private Placement Laws – Part 1: Reg D and other Federal Laws and Regulations

Federal and state securities laws and regulations have evolved over time to create a complicated set of rules that apply each time a private investment fund, such as a hedge fund, private equity fund, real estate fund or venture fund, offers or sells interests in that fund. This post is

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3.9.16 / David Suozzi, Christina Mickelson Hamilton

Welcome

Welcome to the Insights page for the Investment Funds & Advisers group at Shartsis Friese LLP.   This inaugural post is intended to let you know what you can expect from this page. In our many years practicing in the investment management and private funds space, we have developed a significant amount

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1.12.16 / 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

Annual Letter: 2016

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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9.14.15 / 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

Form BE-180, 2014 Benchmark Survey of Financial Services Transactions Between U.S. Financial Services Providers and Foreign Persons

The U.S. Bureau of Economic Analysis (“BEA”) is conducting the 2014 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 that

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5.15.15 / 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

Form BE-10, 2014 Benchmark Survey of U.S. Direct Investment Abroad

The U.S. Bureau of Economic Analysis (“BEA”) is conducting the 2014 Benchmark Survey of U.S. Direct Investment Abroad. This survey requires certain U.S. persons to file a Form BE-10. Who Must Report.  A BE-10 report is required of any U.S. person that had direct or indirect ownership or control of at least 10%

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5.5.15 / 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 Case Challenges Confidentiality Provisions that Restrict Whistleblowing

A recent enforcement action by the SEC serves as a warning to employers against including confidentiality clauses in employment-related agreements that may restrict employees from reporting violations of the securities laws to the SEC.  Rule 21F-17 of the Dodd Frank Act prohibits any person from taking any action to impede

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1.16.15 / 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: 2015

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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12.9.14 / 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

Website Terms of Use – Legal Developments

A recent decision by the Federal Ninth Circuit Court of Appeals, which covers nine Western states, including California, suggests that a business cannot enforce its website’s Terms of Use against users unless they affirmatively agree to those terms.  Website Terms of Use frequently disclose material information and disclaim liability for

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5.16.14 / 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

CFTC Announces New Approach for Delegation by Commodity Pool Operators

On May 12, 2014, the U.S. Commodity Futures Trading Commission (“CFTC”) announced a standardized, streamlined approach for no-action requests relating to delegation of commodity pool operator (“CPO”) activities by an unregistered CPO to a registered CPO.  Delegation typically arises where (1) the general partner of a hedge fund organized as

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3.21.14 / 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

Reminders About FATCA Requirements and New Cross-Border Claim Reporting

A. FATCA Requirements Several important deadlines under the U.S. Foreign Account Tax Compliance Act (“FATCA”) are approaching. Advisers to all investment funds, both U.S. and non-U.S., should be aware of the deadlines that apply to their funds. U.S. funds have a new potential withholding obligation and funds formed outside the

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2.6.14 / 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

California Adopts Final Custody Rule

On January 7, 2014, the California Commissioner of Business Oversight (the “Commissioner“) adopted a new custody rule (the “Rule“)[1] for investment advisers that are licensed as such in California. The Rule will become effective on April 1, 2014. This letter summarizes key aspects of the Rule for California advisers. 1.

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1.14.14 / 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: 2014

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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12.23.13 / 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

CA Department of Business Oversight Order Re: Electronic Communications

California’s Commissioner of Business Oversight recently issued an order (the “Order”), a copy of which is attached, requiring licensees to register a dedicated email address to receive communications from the Department of Business Oversight (the “DBO”) (formerly called the Department of Corporations).  This Order affects a wide range of financial

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