Investment Funds & Advisers Insights

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

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

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

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

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%

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

The fourteenth annual benefit dinner of the West Coast Chapter of Hedge Funds Care is scheduled for Thursday, April 9, 2015, at City View at the Metreon in San Francisco.  The event offers an opportunity to mingle with other members of the hedge fund community while enjoying cocktails and multiple

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

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

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

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

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.

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

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

Earlier this year the CFTC and the SEC adopted identity theft rules and guidelines (the “Regulations”) that require certain CFTC and SEC regulated entities that offer or maintain accounts that are susceptible to identity theft to implement a red-flags program (a “Program”) designed to detect, prevent and mitigate identity theft.

On July 10, 2013, the SEC adopted rules prohibiting the use of Rule 506 of Regulation D (“Rule 506”) for any securities offering involving certain “bad actors” (the “Rule”).  We addressed the Rule in our letter dated August 2, 2013.  This letter reminds advisers that manage private funds of actions

Summary.  On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 506 of Regulation D (the “New Exemption”)[1]  under the Securities Act of 1933 (the “Securities Act”), as required by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).[2]  The New Exemption will

Next Monday, July 22, 2013, the AIFMD must be implemented in the national laws of each Member State of the European Union (“EU”).  The AIFMD regulates marketing[1] and management of alternative investment funds (“Funds”) by investment managers (“Advisers”) in the EU.  Starting July 22, 2013, through at least July 2015,

The AIFMD is a European Union (“EU”) directive that attempts to harmonize regulations concerning investment managers (“Advisers”) to alternative investment funds (“Funds”)[1]  across the EU.[2]   Generally, the AIFMD regulates the marketing (see section 2.a for definition) and management of Funds in the EU.  The AIFMD directive was adopted on

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