A recent ruling may raise the bar for the Securities and Exchange Commission (SEC) in charging registered investment advisers for omissions of potential conflicts and seeking disgorgement, giving the defense bar additional...more
5/21/2025
/ Appeals ,
Broker-Dealer ,
Disclosure Requirements ,
Disgorgement ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Materiality ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Summary Judgment
On December 5, 2022, the SEC filed a settled action against investment advisory firm Two Point Capital Management Inc. (the Firm) and its chief executive officer, who also served as the Firm’s chief compliance officer until...more
On June 30, 2022, the SEC filed a settled action against Hamilton Investment Counsel, LLC (the “Firm”) and its chief compliance officer (“HIC CCO”). Notably, the SEC charged the HIC CCO with willfully aiding and abetting the...more
In U.S. Securities and Exchange Commission v. Ripple Labs Inc., a discovery battle over claims of privilege by the staff of the SEC’s Division of Enforcement in combination with a recent U.S. District Court for the Southern...more
On Wednesday, in a 2-1 decision, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit ruled in Jarkesy v. SEC that proceedings before an SEC administrative law judge were unconstitutional. Notably, the...more
During last week’s testimony before the Senate Committee on Banking, Housing, and Urban Affairs, the questioning of SEC Chair Gary Gensler focused on the expected topics of cryptocurrency regulation, ESG disclosures, and...more
On June 15, 2021, the Securities and Exchange Commission (SEC) announced settled charges against real estate settlement services company First American Financial Corporation for disclosure controls and procedures violations...more
Since Chair Gary Gensler’s nomination in February, the securities industry has speculated on the rulemaking and enforcement priorities of the Securities and Exchange Commission (“SEC”) under his oversight. While Gensler has...more
On March 15, the SEC announced a 90 day consultation period on mandatory climate change disclosure. Acting Chair Lee cited to the December 2020 work of the ESG Sub-Committee of the Asset Management Advisory Committee which in...more
Three recent developments in relation to ESG related disclosures are of note: (1) on March 10th, the US Department of Labor announced it would not enforce its own rules related to ESG investing, (2) on the same day the EU’s...more
3/16/2021
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Investment ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
SFDR
On February 26, 2021, the SEC’s Division of Examinations issued a Risk Alert signaling an exam focus this year on activities of investment advisers, broker-dealers, exchanges, and transfer agents related to Digital Asset...more
3/5/2021
/ Anti-Money Laundering ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptocurrency ,
Digital Assets ,
Disclosure Requirements ,
Investment Adviser ,
Offerings ,
Registration Requirement ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Securities Exchanges ,
Transfer Agents
On February 24, 2021, Acting Chair of the Securities and Exchange Commission Allison Herren Lee released a public statement directing the Division of Corporation Finance to enhance its focus on climate-related risk...more
On January 1, 2021, the U.S. Congress voted to override a presidential veto of the National Defense Authorization Act (NDAA)1, the annual military spending bill. Tucked away in the 1,400-page legislation are provisions...more
On December 22, 2020, the Securities and Exchange Commission announced it had finalized reforms under the Investment Advisers Act to modernize rules that govern investment adviser advertisements and payments to solicitors....more
On December 22, 2020, the Securities and Exchange Commission voted to propose an amendment to Rule 144 under the Securities Act of 1933 to revise the holding period determination for securities acquired upon the conversion or...more
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (“OCIE”) highlighted alternative data, or “alt data,” as a top examination priority. AIMA held a webinar on November 17, 2020, for...more
12/16/2020
/ AIMA ,
Breach of Contract ,
Compliance ,
Data Mining ,
Due Diligence ,
Employee Training ,
Infringement ,
Investment Advisers Act of 1940 ,
MNPI ,
OCIE ,
Securities and Exchange Commission (SEC) ,
Web Scraping
On December 3, 2020, the Securities and Exchange Commission (“Commission” or “SEC”) announced the adoption of a new rule that establishes an updated regulatory framework for valuation practices of registered investment...more
On November 19, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments that will modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K. The amendments are intended...more
On November 2, 2020, the SEC’s Division of Enforcement issued its 2020 Annual Report for the fiscal year ending September 30, 2020. While the Enforcement Division filed 405 standalone enforcement actions – the lowest total in...more
11/12/2020
/ Audits ,
Compensation ,
Coronavirus/COVID-19 ,
Custody Rule ,
Disclosure Requirements ,
Fund Transfers ,
Insider Trading ,
Investment Advisers Act of 1940 ,
Misallocation of Funds ,
MNPI ,
Past Performance ,
Private Funds ,
Securities and Exchange Commission (SEC)
On October 23, 2020, the SEC Division of Investment Management’s Chief Accountant’s Office (“IMCAO”) issued three separate “Dear CFO” letters addressing (i) the determination of when a fund commences operations, (ii)...more
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend its rules in order to harmonize, simplify, and improve the multilayered and overly complex exempt offering framework. The SEC believes the...more
On October 28, 2020, the Securities and Exchange Commission (referred to as SEC or Commission) voted to adopt new rules, and rule and form amendments, designed to provide an updated, comprehensive approach to the regulation...more
On October 15, 2020, the Securities and Exchange Commission (“Commission” or “SEC”) announced settled charges against Andeavor LLC for internal accounting controls violations relating to a stock buyback plan it implemented...more
SEC Speaks, the annual PLI conference that gives practitioners the chance to hear directly from SEC Staff, was held on October 8 and 9 in a virtual setting. While the conference (like everything else) felt a bit different...more
The Securities and Exchange Commission (“Commission” or “SEC”) recently instituted settled administrative and cease-and-desist proceedings against a chief compliance officer of a registered investment adviser for record...more