On August 15, 2025, the staff of the SEC’s Division of Investment Management (the “Staff”) published a new Accounting and Disclosure Information (“ADI”) regarding registered closed-end funds of private funds (“CE-FOPFs”)....more
Following an earlier announcement on July 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), on August 5, 2025, issued an Exemptive Relief Order (“Order”) to delay for two years,...more
The strong vote in the House for the CLARITY Act sends a clear message to the Senate that there is bipartisan momentum and support for digital asset market structure legislation. However, several obstacles remain. Given the...more
U.S. persons who provided or received more than $3 million of financial services, such as investment advisory services, fund management or brokerage services, to or from non-U.S. persons, such as Cayman master funds, during...more
SEC v. Nagler is the second enforcement action charging an investment adviser with undisclosed conflicts of interest since Chair Paul Atkins began his tenure on April 21, 2025. The Securities and Exchange Commission (SEC)...more
On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) published a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” (“FPI”)....more
The BE-10 Benchmark Survey of U.S. Direct Investment Abroad (the “BE-10 Survey”) is a mandatory survey conducted once every five years by the Bureau of Economic Analysis (BEA) of the U.S. Department of Commerce under the...more
On January 13, 2025, the U.S. Securities and Exchange Commission announced settled enforcement actions with five registered investment advisers for failing to maintain and preserve internal electronic communications. These...more
1/20/2025
/ Administrative Procedure Act ,
Cease and Desist Orders ,
Compliance ,
Electronic Communications ,
Enforcement Actions ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Penalties ,
Recordkeeping Requirements ,
Remedial Actions ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Settlement ,
WhatsApp
On December 5, 2024, the Staff of every market-facing division of the U.S. Commodity Futures Trading Commission (CFTC) issued a joint “Staff Advisory” on the use of artificial intelligence in CFTC-regulated markets and...more
On September 12, 2024, the Commodity Futures Trading Commission (CFTC) finalized the first major changes to CFTC Regulation 4.7 (Rule 4.7) in over 30 years. Among other technical revisions, the amendments to Rule 4.7,...more
A global technology outage linked to the cybersecurity firm CrowdStrike crashed Microsoft apps and triggered major disruptions across the asset management sector, along with other global industries. Private fund managers...more
The U.S. Department of the Treasury requires U.S. issuers—including U.S.-domiciled investment funds1—to report foreign residents’ holdings of U.S. securities every five years on its Treasury International Capital (TIC) Form...more
Last week, the Securities and Exchange Commission imposed expanded privacy and cybersecurity obligations on fund managers and sponsors registered with the SEC as investment advisers. While many registered investment advisers...more
5/21/2024
/ Breach Notification Rule ,
Customer Information ,
Cybersecurity ,
Fund Managers ,
Incident Response Plans ,
Investment Adviser ,
Notice Requirements ,
Policies and Procedures ,
Privacy Laws ,
Private Funds ,
Recordkeeping Requirements ,
Regulation S-P ,
Securities and Exchange Commission (SEC) ,
Sponsors
On April 12, 2024, the U.S. Securities and Exchange Commission imposed fines and other sanctions on five registered investment advisers (RIAs) for violations of the Investment Adviser Marketing Rule (Rule 206(4)-1), which has...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more
On April 3, 2024, the U.S. Securities and Exchange Commission (SEC) announced its first enforcement action against a registered investment adviser (RIA) with no ties to a broker-dealer regarding so-called “off-channel”...more
4/10/2024
/ Broker-Dealer ,
Electronic Communications ,
Enforcement Actions ,
Fund Managers ,
Investigations ,
Investment Adviser ,
Investment Management ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
Key Points - In a thorough decision, a federal district judge in New York largely denied Coinbase’s motion for judgment on the pleadings in a case brought by the SEC. Applying the plaintiff-friendly standards required at the...more
Fundraising’s Effect on Dealmaking - Fundraising has been challenging over the past 12 months, primarily driven by the fact that distributions have slowed as a result of the lack of exit opportunities....more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
Key Points - On February 13, 2024, FinCEN issued an NPRM that seeks to include certain investment advisers in the definition of “financial institution” under the BSA. As described in the NPRM as well as in FinCEN’s fact...more
2/16/2024
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Chief Compliance Officers ,
Due Diligence ,
Exempt Reporting Advisers (ERAs) ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Investors ,
Notice of Proposed Rulemaking (NOPR) ,
Policies and Procedures ,
Proposed Rules ,
Recordkeeping Requirements ,
Risk Assessment ,
Suspicious Activity Reports (SARs)
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
Key Points - Last week, the SEC announced settlements with 16 broker-dealers, dually registered broker-dealers and investment advisers, and affiliated investment advisers in connection with their failures to maintain and...more
Earlier today, the Securities and Exchange Commission in a 3‑2 vote adopted new Rules 3a5‑4 and 3a44‑2 (together, the Dealer Rules) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that will define...more
In the weeks since publishing our original alert, FinCEN released several frequently asked questions (FAQs) on the application of the Corporate Transparency Act (CTA). Private fund managers are likely to find two of these...more
2/1/2024
/ Beneficial Owner ,
Commodity Pool ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Foreign Corporations ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Limited Liability Company (LLC) ,
New York ,
Popular ,
Private Funds ,
Reporting Requirements ,
Subsidiaries ,
Transparency
In the two weeks since the Corporate Transparency Act (CTA) went into effect (see our alert here), the Financial Crimes Enforcement Network (FinCEN) has published several Frequently Asked Questions (FAQs) clarifying the new...more
1/17/2024
/ Beneficial Owner ,
Beneficiaries ,
Corporate Entities ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Grantors ,
Intermediaries ,
Joint Ownership ,
New Guidance ,
Reporting Requirements ,
Smaller Reporting Companies ,
Subsidiaries ,
Tax Exempt Entities ,
Trustees