On September 27, 2019, following a two-week bench trial, the U.S. District Court for the Southern District of New York dismissed an action brought by mutual fund shareholders under Section 36(b) of the Investment Company Act...more
On November 5, 2019, the SEC issued a release proposing amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which is the rule that governs the process through which shareholders may submit proposals to be...more
12/10/2019
/ Corporate Governance ,
Proposed Amendments ,
Proposed Rules ,
Proxy Statements ,
Proxy Voting Guidelines ,
Public Comment ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals
On October 18, 2019, the SEC issued a release proposing amendments to Rule 0 5 under the Investment Company Act of 1940 that would expedite the review process for certain applications for exemptive relief under the 1940 Act....more
On October 18, 2019, the SEC’s Division of Investment Management issued guidance in the form of Frequently Asked Questions that address certain matters regarding the disclosure of conflicts of interest involving the receipt...more
12/10/2019
/ 12b-1 plan ,
Conflicts of Interest ,
Disclosure Requirements ,
Fiduciary Duty ,
Form ADV ,
Form CRS ,
Investment Adviser ,
New Guidance ,
Revenue Sharing ,
Securities and Exchange Commission (SEC) ,
Share Class Selection Disclosure Initiative (SCSD)
On October 26, 2017, the SEC staff issued a no-action letter providing relief to broker-dealers that provide research that constitutes “investment advice” under the Investment Advisers Act of 1940 to investment managers...more
On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules that are intended to enhance the accuracy and transparency of information provided by proxy advisory firms to investors and...more
12/10/2019
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Disclosure Requirements ,
Exemptions ,
Investment Adviser ,
Investors ,
Proposed Rules ,
Proxy Advisory Firms ,
Proxy Solicitations ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholders
New Rules, Proposed Rules, Guidance and Alerts -
PROPOSED RULES –
SEC Proposes Rule Changes for Proxy Advisory Firms –
On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules...more
11/26/2019
/ Corporate Governance ,
MiFID II ,
Proposed Rules ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
New Rules, Proposed Rules, Guidance and Alerts -
GUIDANCE AND ALERTS -
SEC Staff Issues Guidance on Improving Fund Principal Risks Disclosure -
On September 9, 2019, the Disclosure Review and Accounting Office...more
On July 11, 2019, FINRA issued Regulatory Notice 19-23 to restate and supplement its prior guidance to member firms on the circumstances under which FINRA awards credit for providing "extraordinary cooperation" during an...more
On July 23, 2019, the SEC’s Office of Compliance Inspections and Examinations (OCIE) issued a risk alert outlining its observations and recommendations following an examination initiative that focused on oversight practices...more
9/5/2019
/ Client Services ,
Conflicts of Interest ,
Disclosure Requirements ,
Due Diligence ,
Hiring & Firing ,
Investment Adviser ,
OCIE ,
Policies and Procedures ,
Professional Disciplinary Actions ,
Risk Alert ,
Supervision
On July 9, 2019, the staff of the SEC’s Division of Investment Management issued a no-action letter to the BNY Mellon family of funds and BNY Mellon Investment Adviser, Inc. (collectively, BNYM) stating that the staff would...more
On August 5, 2019, the U.S. Court of Appeals for the Second Circuit created a split with other courts regarding whether there is a private right of action for rescission under Section 47(b) of the Investment Company Act of...more
9/4/2019
/ Appeals ,
Exemptions ,
Investment Companies ,
Investment Company Act of 1940 ,
Investors ,
Private Right of Action ,
Qualified Purchaser ,
Registration Requirement ,
Rescission ,
Securities Violations ,
Special Purpose Vehicles
On August 5, 2019, the U.S. District Court for the Central District of California found for the defendant, Metropolitan West Asset Management, LLC (MetWest), following a bench trial in an excessive fee case brought under...more
9/4/2019
/ Asset Management ,
Bench Trial ,
Dismissal With Prejudice ,
Excessive Fees ,
Gartenberg Factors ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Management ,
Judgment on the Merits ,
Motion for Summary Judgment ,
Section 36(b) ,
Sub-advisers
Litigation and Enforcement Actions and Initiatives –
SECTION 36(b) LITIGATION –
Court Finds for Defendant Investment Adviser in Section 36(b) -
Excessive-Fee Case –
On August 5, 2019, the U.S. District Court for the...more
9/3/2019
/ Excessive Fees ,
Financial Adviser ,
Financial Industry Regulatory Authority (FINRA) ,
Gartenberg Factors ,
Investment Adviser ,
Investment Company Act of 1940 ,
Mutual Funds ,
No-Action Letters ,
OCIE ,
Private Right of Action ,
Section 36(b) ,
Securities and Exchange Commission (SEC)
In her remarks at the ETFs Global Markets Roundtable on May 21, 2019, SEC Commissioner Hester Peirce commented on the role ETFs play in financial experimentation and innovation, and the SEC’s role in protecting investors...more
On May 23, 2019, in recognition of the one-year anniversary of the passage of the Senior Safe Act, the SEC, the North American Securities Administrators Association and FINRA issued a fact sheet to raise awareness of the act...more
7/8/2019
/ Broker-Dealer ,
Elder Issues ,
Employee Training ,
Exploitation ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Immunity ,
Investment Adviser ,
NASAA ,
Recordkeeping Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Senior Safe Act ,
Transfer Agents
On June 5, 2019, the SEC adopted a package of rules and interpretations addressing standards of conduct for broker-dealers and investment advisers:
• Regulation Best Interest. Regulation BI establishes a standard of...more
7/5/2019
/ Broker-Dealer ,
Conflicts of Interest ,
Fiduciary Duty ,
Form CRS ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
New Rules ,
Policies and Procedures ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Standard of Care ,
Standard of Conduct
On May 3, 2019, the SEC issued a proposal to amend certain rules and forms relating to required financial disclosures in business combination transactions involving investment companies.
First, the proposal would...more
7/5/2019
/ Acquisitions ,
Comment Period ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Investment Companies ,
Investment Company Act of 1940 ,
Investment Funds ,
Proposed Amendments ,
Public Comment ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
Investment Services Regulatory Update –
New Rules, Proposed Rules, Guidance and Alerts –
New Rules –
SEC Adopts Rules and Interpretations Concerning the Standard of Conduct for Broker-Dealers and Investment Advisers...more
7/3/2019
/ Advisors Act ,
Best Interest Standard ,
Broker-Dealer ,
Disclosure Requirements ,
ETFs ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Services Industry ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
New Rules ,
Proposed Rules ,
Registered Investment Companies (RICs) ,
Regulation Best Interest ,
Securities and Exchange Commission (SEC)
New Rules, Proposed Rules, Guidance and Alerts -
NEW RULES -
SEC Adopts Interim Final Rule Amending Timing Requirements for Filing Reports on Form N-PORT -
On February 27, 2019, the SEC adopted an interim final rule...more
4/3/2019
/ Custody Rule ,
Enforcement Actions ,
Excessive Fees ,
Financial Industry Regulatory Authority (FINRA) ,
Form N-PORT ,
Gun-Jumping ,
Interim Final Rules (IFR) ,
Investment Company Act of 1940 ,
Mutual Funds ,
No-Action Letters ,
OCIE ,
Proposed Rules ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
New Rules, Proposed Rules, Guidance and Alerts –
PROPOSED RULES –
SEC Proposes New Fund-of-Funds Rule –
On December 19, 2018, the SEC proposed new Rule 12d1-4 under the Investment Company Act of 1940, which, if...more
1/30/2019
/ Enforcement Actions ,
EU ,
Examination Priorities ,
Form N-CEN ,
Fund of Funds ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Management ,
MiFID II ,
No-Action Letters ,
OCIE ,
Registered Investment Companies (RICs) ,
Robo-Advisors ,
Section 12(d)(1) ,
Securities and Exchange Commission (SEC)
New Rules, Proposed Rules, Guidance and Alerts –
NEW RULES –
SEC Adopts New Rules Permitting Covered Investment Fund Research Reports –
On November 30, 2018, the SEC adopted Rule 139b under the Securities Act of...more
12/18/2018
/ Broker-Dealer ,
Division of Investment Management ,
Enforcement Actions ,
ETFs ,
Excessive Fees ,
Financial Adviser ,
Financial Services Industry ,
Investment Companies ,
Investment Funds ,
Investors ,
Life Insurance ,
Mutual Funds ,
New Guidance ,
New Rules ,
OCIE ,
Partial Summary Judgments ,
Proposed Rules ,
Regulatory Requirements ,
Reporting Modernization Rules ,
Risk Alert ,
Safe Harbors ,
Section 36(b) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
New Rules, Proposed Rules, Guidance and Alerts –
SEC STAFF GUIDANCE AND ALERTS –
OCIE Announces Risk-Based Sweep Exam of Funds, ETFs and Advisers -
On November 8, 2018, the SEC’s Office of Compliance Inspections and...more
New Rules, Proposed Rules, Guidance and Alerts -
SEC STAFF GUIDANCE AND ALERTS –
SEC Staff No-Action Letter Allows Fund Boards to Rely on CCO Representations for Affiliated Transactions –
In a no-action letter to the...more
12/3/2018
/ Board of Directors ,
Capital Markets ,
CCO ,
Cybersecurity ,
Enforcement Actions ,
Investment Company Act of 1940 ,
Investment Funds ,
Investor Protection ,
No-Action Letters ,
Securities and Exchange Commission (SEC) ,
SLUSA ,
The Clayton Act
New Rules, Proposed Rules, Guidance and Alerts –
SEC STAFF GUIDANCE AND ALERTS –
OCIE Publishes Risk Alert on Compliance Issues Relating to Best Execution –
On July 11, 2018, the Office of Compliance Inspections and...more
8/21/2018
/ Best Execution ,
Broker-Dealer ,
Cryptocurrency ,
Digital Assets ,
Disclosure Requirements ,
Dismissals ,
Duty of Care ,
Enforcement Actions ,
Excessive Fees ,
Exemptions ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Investors ,
JOBS Act ,
New Guidance ,
New Rules ,
OCIE ,
Pending Legislation ,
Policies and Procedures ,
Private Right of Action ,
Proposed Rules ,
Risk Alert ,
Section 36(b) ,
Securities and Exchange Commission (SEC) ,
Virtual Currency