On November 14, 2023, the SEC’s Division of Enforcement announced its Enforcement Results for Fiscal Year 2023. Below are some key takeaways for fund managers:
The Commission brought 760 total enforcement actions in FY...more
11/21/2023
/ Broker-Dealer ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Investment Companies ,
Noncompliance ,
Private Funds ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Whistleblower Awards ,
Whistleblowers
Since 2015, the SEC has brought nearly two dozen enforcement actions for violations of the whistleblower protection rules under Rule 21F-17(a) against employers for actions taken to impede reporting to the SEC. The bulk of...more
10/19/2023
/ Carve Out Provisions ,
Compliance ,
Confidentiality Agreements ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Penalties ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Separation Agreement ,
Settlement Agreements ,
Whistleblower Protection Policies ,
Whistleblowers
The SEC suffered a significant loss last week in its ongoing legal battle with Ripple over the XRP digital token. While the District Court held that Ripple’s initial sales of XRP to institutional investors constituted the...more
7/18/2023
/ Blockchain ,
Crypto Exchanges ,
Digital Assets ,
FinTech ,
Hedge Funds ,
Howey ,
Interlocutory Appeals ,
Investors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Unregistered Securities
The gloves are off. The SEC’s recent enforcement actions against leading crypto exchanges suggest that the SEC has decided that time’s up for the crypto industry as it currently exists in the United States....more
6/15/2023
/ Broker-Dealer ,
Clearing Agencies ,
Coinbase ,
Crypto Exchanges ,
Cryptocurrency ,
Enforcement Actions ,
Howey ,
Infrastructure ,
Popular ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Simple Agreement for Future Tokens (SAFT)
On November 4, 2022, compliance with amended Rule 206(4)-1 (the “Marketing Rule”) became mandatory for all investment advisers registered with the Securities and Exchange Commission (the “SEC”). Seven months since the...more
As we reported here, on May 5, 2023, the SEC issued an award of $279 million to a whistleblower. This is the largest award the SEC has issued to an individual whistleblower in the history of the SEC Office of the...more
Recent enforcement actions highlight the increased regulatory scrutiny that private funds may face with respect to internal cybersecurity protocols and responses to cyber-crimes and cyber incidents under new and updated...more
5/23/2023
/ Coinbase ,
Compliance ,
Cyber Crimes ,
Cybersecurity ,
Enforcement Actions ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
New Legislation ,
Popular ,
Privacy Laws ,
Private Funds ,
Robinhood Financial ,
Sanctions ,
Securities and Exchange Commission (SEC)
As IPOs and other traditional paths to liquidity for private assets have become more challenging, GP-led secondary transactions have emerged as a powerful and popular tool across closed-end private funds, leading to explosive...more
Go to any private equity event in the last 12 months, and “energy transition” will have been discussed, meaning the shift in energy production away from fossil‑based systems to low or zero carbon ones. As fund managers...more
5/10/2023
/ Climate Change ,
Energy Sector ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Investment ,
Investors ,
Liquidity ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
SFDR ,
Taxonomy
It’s a pattern we often see in boom-and-bust cycles—disputes rising in the period after a wave crests. SPAC deal volume hit an unprecedented high in 2021, but then slowed down in 2022 alongside IPOs. However, the fallout from...more
The SEC’s Enforcement Division is conducting a sweep investigation of large investment advisers regarding their employees’ use of “off-channel” communications. The sweep, which has been widely reported in the press, focuses...more
4/25/2023
/ Asset Management ,
Breach of Duty ,
Compliance ,
Enforcement Actions ,
Fiduciary Duty ,
Investigations ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Private Funds ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
Implications of SEC attempt to curb indemnification for private fund managers -
The SEC spent 2022 making multiple and sweeping proposals to amend rules under the Advisers Act, many of which have the ability to...more
Crypto firm bankruptcies and resulting disruption in the crypto ecosystem will continue to exacerbate liquidity and regulatory concerns in this space. Signs of contagion are evident as prices of almost every cryptocurrency...more
Everything, everywhere, all at once, as a descriptor, captures the litigation and regulatory risks for the asset management industry in 2023. Every corner of the market faces greater risks than at any time since 2008. After...more
Government scrutiny of the crypto market has been sharply increasing in recent months on the criminal and civil enforcement fronts.
In parallel proceedings that will be seen in other digital asset contexts — as in the...more
3/15/2023
/ Blockchain ,
CFTC ,
Coinbase ,
Corporate Counsel ,
Criminal Investigations ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Insider Trading ,
SCOTUS ,
Securities and Exchange Commission (SEC)
The organizers of an initial coin offering (ICO) recently won dismissal of an investor’s fraud claims by establishing that their public risk disclosures negated the investor’s claims of reliance on alleged misstatements. The...more
2/10/2023
/ Cryptocurrency ,
Disclosure ,
Dismissals ,
Fraud ,
Initial Coin Offering (ICOs) ,
Investment ,
Investors ,
Purchase Agreement ,
Regulation A ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Simple Agreement for Future Tokens (SAFT)
Yesterday the SEC’s Division of Enforcement announced its Enforcement Results for Fiscal Year 2022, and there are a few key takeaways for fund managers.
The Commission brought 760 total enforcement actions in FY 2022,...more
The SEC spread its reach to Hollywood this month – on October 3, 2022, the SEC announced charges against Kim Kardashian for her social media promotions of EMAX, a digital token issued by EthereumMax. The SEC found that...more
10/14/2022
/ Celebrity Endorsements ,
Cryptoassets ,
Cryptocurrency ,
Disclosure Requirements ,
EDGAR ,
Ethereum ,
Failure To Disclose ,
Kim Kardashian ,
Penalties ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Media
In congressional testimony on Thursday, September 15, U.S. Commodity Futures Trading Commission (CFTC) Chairman Rostin Behnam urged U.S. Senators to pass a bill that would explicitly grant the CFTC broad regulatory oversight...more
In Jarkesy v. Securities and Exchange Commission, the Court of Appeals for the Fifth Circuit issued a remarkable opinion holding numerous aspects of the SEC’s administrative enforcement regime are unconstitutional. The May...more
5/23/2022
/ Adjudicatory Process ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Article II ,
Constitutional Challenges ,
Enforcement Actions ,
Enforcement Authority ,
Lack of Authority ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
Last month, we predicted that a renewed focus by the SEC on insider trading, MNPI and related internal controls would be one of the Top Ten Regulatory and Litigation Risks for Private Funds in 2022. Last week, the SEC’s...more
The SEC last month proposed rules under the Advisers Act indicating a dramatic shift in how the SEC intends to reduce conflicts of interest involving private fund managers and their investors. As we previously noted in the...more
5/3/2022
/ Anti-Fraud Provisions ,
Clawbacks ,
Conflicts of Interest ,
Fund Managers ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
Investors ,
Private Funds ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Last month, the SEC proposed new rules under the Advisers Act that, if implemented, would be the most significant enhancement of disclosure obligations for private fund managers since the Dodd-Frank Act.Citing investor...more
Over the past few years, the SEC has brought fewer insider trading and Material Non-Public Information (MNPI)-related cases compared to historical numbers. We expect to see a reversal of that trend in 2022.
The SEC has...more
2021 continued the trend of increased regulatory focus on privacy and cybersecurity for private investment funds in the U.S. and abroad. There are no signs of the trend leveling off any time soon. One of the topics that...more