On March 19th, the staff of the Securities and Exchange Commission (the “SEC”) issued two new FAQs under the Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940) that will allow investment advisers to (i)...more
The SEC currently has several notable rule proposals that have received public comment but have not yet been finalized. The potential direction of these proposals is likely to be influenced by the leadership of the new SEC...more
2/10/2025
/ Broker-Dealer ,
Capital Markets ,
Cryptocurrency ,
Custody Rule ,
Digital Assets ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Proposed Rules ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On October 21, the Securities and Exchange Commission’s (SEC’s) Division of Examinations (Division) released its examination priorities for 2025, outlining the key topics the Division plans to focus on in the upcoming fiscal...more
11/5/2024
/ Code of Conduct ,
Compliance ,
Cryptoassets ,
Cybersecurity ,
Department of Justice (DOJ) ,
Fiduciary Duty ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Popular ,
Private Funds ,
Registered Investment Companies (RICs) ,
Risk Assessment ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) adopted a final rule (the Final Rule) on August 28 that will treat certain investment advisers and exempt reporting advisers as financial...more
9/19/2024
/ Anti-Money Laundering ,
Bank Secrecy Act ,
BSA/AML ,
Compliance ,
Compliance Dates ,
Data-Sharing ,
Final Rules ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Investment Funds ,
Patriot Act ,
Suspicious Activity Reports (SARs)
On September 9, 2024, approximately one year since its first flurry of similar Marketing Rule actions, the Securities and Exchange Commission (the SEC) announced settlements with nine SEC-registered investment advisers (the...more
9/17/2024
/ Civil Monetary Penalty ,
Compliance ,
Enforcement Actions ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Networks ,
Websites
On August 6, 2024, the Democratic nominee for President, Kamala Harris, chose Tim Walz, Governor of Minnesota, as her running mate. This selection presents important considerations vis à vis the “Pay-to-Play Rule” (Rule...more
Yesterday, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit vacated the “Private Funds Rules,” which the Securities and Exchange Commission (the “SEC”) adopted on August 23, 2023. The opinion of the...more
On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)....more
The Financial Crimes Enforcement Network (“FinCEN”), a bureau within the U.S. Treasury Department, has issued a proposed rule (the “Proposal”) that would subject certain investment advisers to anti-money laundering (“AML”)...more
2/19/2024
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Financial Institutions ,
Financial Transactions ,
FinCEN ,
Investment Adviser ,
Proposed Rules ,
Recordkeeping Requirements ,
Reporting Requirements ,
Suspicious Activity Reports (SARs)
On February 6, 2024, the staff of the Securities and Exchange Commission (SEC) issued an updated FAQ with respect to the Marketing Rule (Rule 206(4)-1) under the Investment Advisers Act of 1940 (the Advisers Act). This FAQ...more
On November 1, 2023, the industry groups (the Petitioners) challenging the new Private Fund Adviser Rules filed in the US Court of Appeals for the Fifth Circuit their opening brief (the Brief) setting forth their legal...more
11/7/2023
/ Audits ,
Custody Rule ,
Dodd-Frank ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Pay-To-Play ,
Private Funds ,
Registered Investment Advisors ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
The US Securities and Exchange Commission (the SEC) announced on September 11, 2023, that it had settled with nine SEC-registered investment advisers (the Advisers) over alleged violations of Rule 206(4)-1 under the...more
On September 6, 2023, the staff of the US Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) issued a risk alert describing how it selects investment advisers for examination and the...more
The U.S. Securities and Exchange Commission (the “SEC”) announced on August 21, 2023 that it has settled with a FinTech registered investment adviser (the “Adviser”) that offers multiple investment strategies, including a...more
8/25/2023
/ Contract Terms ,
Cryptoassets ,
Enforcement Actions ,
Failure To Disclose ,
Fiduciary Duty ,
FinTech ,
Investment Adviser ,
Marketing ,
Misleading Statements ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement
Today, the SEC (U.S. Securities and Exchange Commission) has adopted the much anticipated so-called “Private Funds Rules” under the Investment Advisers Act of 1940 (the “Advisers Act”). The Private Funds Rules will impact not...more
On June 8, 2023, the Division of Examinations (EXAMS) of the Securities and Exchange Commission (the SEC) published a Risk Alert regarding its priorities for the next stage of examinations with respect to Rule 206(4)-1 (the...more
On February 16, 2023, we circulated a client alert, “SEC Proposes Radical Transformation of Custody Rule Into New Safeguarding Rule,” concerning the proposed significant transformation of Rule 206(4)-2 (the Custody Rule)...more
On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted important amendments to Form PF, the systemic risk reporting form for private fund advisers registered with the SEC, that would require (i) new...more
On February 15, 2023, the Securities and Exchange Commission (the “SEC”) proposed a significant transformation of Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) into a new...more
2/17/2023
/ Compliance ,
Custody Rule ,
Dodd-Frank ,
Fiduciary Duty ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Popular ,
Proposed Amendments ,
Regulatory Oversight ,
Retail Investors ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more
1/27/2023
/ Asset Management ,
Disclosure Requirements ,
Enforcement Actions ,
Exempt Organizations ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Pay-To-Play ,
Private Funds ,
Regulation M ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Venture Capital
On January 11, 2023, the staff of the Division of Investment Management at the US Securities and Exchange Commission (“SEC Staff”) updated their Marketing Rule FAQs. A new FAQ appears to impose the net performance...more
This article focuses on how the new Rule 206(4)-1 (the “Marketing Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) affects the relationships between investment advisers registered with the U.S. Securities...more
10/4/2022
/ Advertising ,
Broker-Dealer ,
Compliance ,
Disclosure Requirements ,
Endorsements ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
New Rules ,
Policies and Procedures ,
Private Funds ,
Registered Investment Advisors ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Testimonial Statements
On September 9, 2022, the SEC announced settlements with nine SEC-registered investment advisers to private funds with respect to alleged violations of Rule 206(4)-2 under the Investment Advisers Act of 1940 (the...more
9/14/2022
/ Audited Financial Statements ,
Custody Rule ,
Enforcement Actions ,
Financial Statements ,
Form ADV ,
Fund Sponsors ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Funds ,
Securities and Exchange Commission (SEC) ,
Securities Violations
On May 25, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed a package of new rules to address and enhance investor disclosure practices, and related policies and procedures, regarding Environmental,...more
6/2/2022
/ Compliance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form ADV ,
Investment Adviser ,
Investment Companies ,
Investment Funds ,
Policies and Procedures ,
Proposed Rules ,
Prospectus ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
Securities and Exchange Commission (SEC)
On April 26, 2022, the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) issued a risk alert concerning deficiencies related to Section 204A of the Investment Advisers Act of 1940 (“Advisers...more
5/3/2022
/ Chief Compliance Officers ,
Compliance ,
Ethics ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Material Nonpublic Information ,
Personal Data ,
Risk Alert ,
SEC Examination Priorities ,
Section 204 ,
Securities and Exchange Commission (SEC)