Potential disputes involving unicorns have been a hot topic for the last several years. We predicted that would continue this year in in our webinar and related blog post: The Top Ten Regulatory and Litigation Risks for...more
5/4/2018
/ Credit Karma ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Services Industry ,
Privately Held Corporations ,
Regulatory Standards ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Stock Options ,
Unicorns
Last week, former CFTC Chairman Gary Gensler explained in remarks at M.I.T. that he believes the second and third most widely used virtual currencies—Ether and Ripple—may have been issued and traded in violation of securities...more
5/1/2018
/ CFTC ,
Cryptocurrency ,
Enforcement Actions ,
Fund Managers ,
Initial Coin Offering (ICOs) ,
Investment Adviser ,
OCIE ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Token Sales ,
Unregistered Securities
On April 12, 2018, the SEC's Office of Compliance Inspections and Examinations ("OCIE") issued a risk alert listing the most common compliance issues concerning fees and expenses charged by SEC-registered investment advisers....more
4/19/2018
/ Advisors Act ,
Billing ,
Disclosure Requirements ,
Fee Agreements ,
Fees ,
Form ADV ,
Investment Adviser ,
Marketing ,
OCIE ,
Policies and Procedures ,
Rebates ,
Risk Alert ,
Securities and Exchange Commission (SEC)
Last week the staff of the Office of Compliance Inspections and Examinations (OCIE) of the SEC announced its 2018 examination priorities. The 2018 examination priorities include five thematic areas: (i) compliance and risks...more
With the public equity markets at an all-time high and private equity fund raising setting new records, it might seem counter-intuitive to forecast litigation and regulatory risks. The opposite is true. Disputes typically...more
2/13/2018
/ Broker-Dealer ,
Commodity Exchange Act (CEA) ,
Cryptocurrency ,
CTFC ,
Cybersecurity ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Litigation Fees & Costs ,
Popular ,
Private Equity Funds ,
Securities and Exchange Commission (SEC) ,
Unicorns
In his recent remarks at the Securities Regulation Institute, SEC Chairman Jay Clayton had some stern words for market professionals, especially lawyers, involved in initial coin offerings (ICOs). He expressed concern that...more
1/23/2018
/ Blockchain ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Financial Institutions ,
Financial Markets ,
Howey ,
Initial Coin Offering (ICOs) ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
If a team from the SEC arrives at your office and says, “We are conducting an on-site examination and would like to talk to the CCO right now,” are you prepared? A handful of registered investment advisers have faced surprise...more
Last night, the SEC announced its enforcement results for the Fiscal Year 2017, accompanied by a report from the Co-Directors of its Division of Enforcement. While the total number of actions was down slightly from 2016, the...more
On October 4, 2017, U.S. Representative Sean P. Duffy [R-WI-7] introduced U.S. House of Representatives Bill H.R.3948 entitled the “Protection of Source Code Act.”
If enacted, the Bill would amend the Securities Act, the...more
The SEC’s pay-to-play rule has given advisers reason to worry about potential foot faults since its adoption. As we have noted in prior posts, the rule is filled with landmines and is therefore difficult to navigate. As was...more
We recently posted about the risks associated with veil-piercing claims and the ways in which fund managers can protect themselves from exposure to these claims. Our first post on veil-piercing focused on Delaware standards,...more
10/2/2017
/ Alter Ego ,
Choice-of-Law ,
Corporate Veil ,
Fund Managers ,
Internal Affairs Doctrine ,
Investors ,
Personal Liability ,
Piercing the Corporate Veil ,
Portfolio Companies ,
Shareholders ,
State of Incorporation
A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more
9/21/2017
/ Alter Ego ,
Choice-of-Law ,
Corporate Fraud ,
Corporate Veil ,
Fund Managers ,
Internal Affairs Doctrine ,
Investors ,
Limited Liability Company (LLC) ,
Personal Liability ,
Piercing the Corporate Veil ,
Portfolio Companies ,
Private Funds ,
Risk Management ,
Risk Mitigation ,
Shareholder Litigation ,
WARN Act
The recent IPOs of Snap, Inc. and Blue Apron indicate that while the IPO pipeline continues to flow, there may be a cautionary tale for “unicorns” – venture-backed companies with estimated valuations in excess of $1 billion....more
No blockchain phenomenon has garnered more attention lately than Initial Coin Offerings ("ICOs"), which have exploded in value and raised more than $1.2 billion thus far this year....more
On July 12, 2017, newly appointed SEC Chairman Jay Clayton delivered a speech at the non-partisan Economic Club of New York wherein he set forth several high-level guiding principles for the agency. In general, these remarks...more
For private fund managers, the valuation of privately-held securities has been subject to heightened regulatory scrutiny. As the IPO on-ramp for private “unicorn” investments has lengthened, fund managers may hold illiquid...more
6/21/2017
/ Fund Managers ,
Initial Public Offering (IPO) ,
IRS ,
Portfolio Managers ,
Private Equity ,
Private Funds ,
Privately Held Corporations ,
Section 409A ,
Securities and Exchange Commission (SEC) ,
Unicorns ,
Valuation
Terrorist attacks, most recently in London and Manchester, England, have raised the pressure on law enforcement and lawmakers in countries like the U.K. and the U.S., to proactively intercept and interrupt terrorist...more
6/15/2017
/ Consumer Privacy Rights ,
ECPA ,
Electronic Communications ,
Electronically Stored Information ,
International Data Transfers ,
Law Enforcement ,
Legislative Agendas ,
Microsoft ,
National Security ,
Privacy Concerns ,
Stored Communications Act ,
Terrorist Acts ,
Trump Administration
The SEC has continued to pursue a number of insider trading cases this year, both large-scale and small. Some of those matters involved trades that yielded relatively small amounts of profits: $40,000-$60,000. Why does the...more
According to recent news reports, the DOJ and the SEC are investigating the possible improper use of third-party broker quotes by hedge fund managers to value illiquid debt securities in their portfolios. Prosecutors are...more
6/1/2017
/ Bonds ,
Brokers ,
Criminal Investigations ,
Debt Securities ,
Department of Justice (DOJ) ,
Fraud ,
Fund Managers ,
GAAP ,
Hedge Funds ,
Misleading Statements ,
Municipal Bonds ,
Securities and Exchange Commission (SEC) ,
Valuation
At the recent SEC Speaks program, sponsored by PLI, senior SEC staff members provided valuable insight into the SEC’s 2017 priorities for private funds. While the tenor of this year’s discussion seemed to focus more on...more
3/13/2017
/ Asset Management ,
Auditors ,
Broker-Dealer ,
Cybersecurity ,
Enforcement Guidance ,
Fee Disclosure ,
Insider Trading ,
Investment Adviser ,
OCIE ,
Private Funds ,
Public Pension ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Valuation
Private investment funds and advisers are likely to face new regulatory challenges and increased litigation risks in 2017, not only because of a change in the administration, but also because many advisers have not corrected...more
2/10/2017
/ Acquisition Agreements ,
Advertising ,
Business Development ,
Business Litigation ,
Capital Raising ,
Conflicts of Interest ,
Dodd-Frank ,
Financial Institutions ,
Financial Markets ,
Hedge Funds ,
Industry Examinations ,
Initial Public Offering (IPO) ,
Internal Controls ,
Investment ,
Marketing ,
Merger Agreements ,
OCIE ,
Pay-To-Play ,
Portfolio Companies ,
Private Equity ,
Private Funds ,
Public Offerings ,
Regulatory Oversight ,
Restructuring ,
Securities ,
Securities and Exchange Commission (SEC) ,
Snapchat ,
Unicorns ,
Valuation ,
Venture Capital ,
Whistleblowers
On November 18, 2016, outgoing SEC Chair Mary Jo White delivered a speech at New York University School of Law entitled “A New Model for SEC Enforcement: Producing Bold and Unrelenting Results.” Chair White’s remarks covered...more
11/29/2016
/ Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
Private Funds ,
Proposed Legislation ,
Repeal ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Senior Management Regime (SMR) ,
Trump Administration ,
Whistleblower Awards ,
Whistleblowers
In the wake of the election of Donald Trump as the 45th President of the United States, Mary Jo White has announced her intent to step down from her role as Chair of the Securities and Exchange Commission. Chair White, the...more
11/16/2016
/ Administrative Appointments ,
Administrative Resignation ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
Financial Markets ,
Presidential Elections ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Trump Administration
On October 24, 2016, OCIE published a risk alert noting that the SEC exam staff intends to examine registrants' compliance with the Dodd-Frank Act's whistleblower provisions. The alert noted recent enforcement actions...more
11/1/2016
/ Dodd-Frank ,
Enforcement Actions ,
Ethics ,
Financial Institutions ,
OCIE ,
Pre-Employment Agreements ,
Registered Investment Advisors ,
Rule 21F ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Severance Agreements ,
Whistleblower Protection Policies ,
Whistleblowers
On October 17, 2016, Marc Wyatt, the Director of the SEC’s Office of Compliance, Inspection and Examinations, gave a keynote address to the National Society of Compliance Professionals titled: Inside the National Exam Program...more