On June 25, 2025, the SEC’s Office of the Investor Advocate (OIAD) released its annual report to Congress on its policy priorities for fiscal year 2026. The office was established by Congress to focus on retail investor...more
6/27/2025
/ 401k ,
Department of Labor (DOL) ,
Investment Funds ,
Investors ,
Private Equity ,
Regulatory Agenda ,
Regulatory Reform ,
Retirement Plan ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In addition to the normal operational and legal risks associated with owning and managing portfolio companies, 2025 has introduced or exacerbated a wave of geopolitical and macroeconomic risks such as inflation, tariffs,...more
On May 12, 2025, the U.S. Department of Justice (DOJ) issued a memorandum outlining the Criminal Division’s enforcement priorities and policies for prosecuting corporate and white-collar crimes in the new Administration....more
Times of economic volatility often increase disparities between a seller’s valuation and the buyer’s valuation of the same company. Earn-out provisions are one tool frequently used to address such disparities. An earn-out...more
6/18/2025
/ Acquisitions ,
Contract Disputes ,
Contract Terms ,
Dispute Resolution ,
Earn-Outs ,
EBITDA ,
Litigation Strategies ,
Mergers ,
Private Equity ,
Risk Management ,
Valuation
Private credit has become an essential source of financing globally, with fund sponsors enjoying strong demand from borrowers, market participants, and investors. However, as the industry’s “golden age” continues, regulatory...more
Amid a challenging environment for exits, especially in the wake of the recent market volatility, private fund managers continue to pursue alternative strategies, such as term extensions and liquidity solutions, to ride out...more
With Paul Atkins as the new SEC Chair, the agency’s priorities have shifted away from many of the aggressive policies of former Chair Gensler. The first four months of the Republican controlled SEC saw a dramatic shift in the...more
6/18/2025
/ Enforcement Actions ,
Enforcement Priorities ,
Fund Managers ,
Investment Advisers Act of 1940 ,
Investment Management ,
Private Funds ,
Regulatory Reform ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Over the past year, regulatory scrutiny of the credit markets has intensified, with the SEC investigating the potential use of material nonpublic information (“MNPI”) relating to credit instruments. The SEC brought a number...more
On June 12, 2025 the Securities and Exchange Commission (“SEC”) formally withdrew fourteen outstanding rule proposals issued by the prior administration. Although most observers doubted that the current Commission would adopt...more
6/17/2025
/ Broker-Dealer ,
Conflicts of Interest ,
Cybersecurity ,
Digital Assets ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Investment Adviser ,
Investment Management ,
Popular ,
Proposed Rules ,
Regulatory Reform ,
Risk Management ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On June 11, 2025, the Securities and Exchange Commission (“SEC”) voted to extend the compliance date for the most recently adopted amendments to Form PF by approximately four months, to October 1, 2025....more
With ESG regulation now well embedded across all major jurisdictions, the trend we see for 2025 is about increasingly sophisticated triangulation by private fund managers between the regimes that apply by default (such as...more
5/7/2025
/ Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
European Securities and Markets Authority (ESMA) ,
Fund Managers ,
Greenwashing ,
Investment Funds ,
Popular ,
Private Funds ,
Regulatory Agenda ,
Regulatory Requirements ,
SFDR ,
Sustainable Finance
Confession: writing this in May 2025, we cannot predict with confidence what the rest of 2025 will bring. The year has already seen four months of change and upheaval – political, regulatory, and economic. The new US...more
5/1/2025
/ Compliance ,
Department of Justice (DOJ) ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Foreign Corrupt Practices Act (FCPA) ,
Investment Funds ,
Portfolio Companies ,
Private Equity ,
Private Funds ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On April 8, 2025, Acting SEC Chairman Mark T. Uyeda gave a speech signaling that the SEC may revisit the current minimum assets under management (“AUM”) threshold for federal registration, potentially reducing the number of...more
Markets remain exceptionally volatile following the announcement of the U.S. “Liberation Day” tariffs and retaliatory measures from other countries. While the ultimate path of policy remains uncertain, recent developments are...more
4/11/2025
/ Disclosure Requirements ,
Fund Managers ,
Investment ,
Investment Advisers Act of 1940 ,
Investors ,
Liquidity ,
Market Volatility ,
Portfolio Companies ,
Private Funds ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tariffs ,
Valuation
Paul Atkins, who has been nominated by President Trump to serve as Chairperson of the Securities & Exchange Commission, last week completed a short confirmation hearing before the U.S. Senate Banking Committee. Despite its...more
The Senate Banking Committee convened on Thursday to consider the nomination of Paul Atkins, President Trump’s nominee for Chair of the Securities and Exchange Commission, along with the nominees for the Comptroller of the...more
On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule to the U.S. Corporate Transparency Act (“CTA”) that eliminates beneficial ownership...more
3/27/2025
/ Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Filing Deadlines ,
Final Rules ,
FinCEN ,
Foreign Corporations ,
Foreign Entities ,
Interim Final Rules (IFR) ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Small Business
On March 2, 2025, the U.S. Department of the Treasury issued a press release announcing that it would not enforce any penalties or fines or take other enforcement actions against U.S. citizens or domestic reporting companies...more
In recent remarks at the Florida Bar's 41st Annual Federal Securities Institute and M&A Conference on February 24, 2025, SEC Acting Chair Mark Uyeda outlined his agenda for what he called a "return to normalcy" at the SEC. If...more
3/3/2025
/ Accredited Investors ,
Capital Markets ,
Disclosure Requirements ,
Investment ,
Investment Funds ,
Investors ,
Private Equity ,
Private Funds ,
Regulatory Agenda ,
Retail Investors ,
Securities and Exchange Commission (SEC)
On February 27, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced that it would not issue any fines or penalties or take other enforcement actions for a failure to comply...more
On February 18, 2025, U.S. District Judge Jeremy Kernodle of the Eastern District of Texas stayed his prior injunction against enforcement of the Corporate Transparency Act (the “CTA”) pending appeal by the U.S. Department of...more
As we head further into 2025, the landscape of SEC exams and enforcement is poised for significant shifts. How will the SEC adapt to emerging trends and evolving market dynamics? In the first issue of Beyond the Deal in 2025,...more
On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting...more
On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three...more
1/31/2025
/ CFTC ,
Compliance ,
Financial Regulatory Reform ,
Form PF ,
Hedge Funds ,
Investment Adviser ,
New Amendments ,
Private Funds ,
Regulatory Requirements ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On January 23, 2025, the U.S. Supreme Court ruled that the federal government may enforce the Corporate Transparency Act (“CTA”) while the Fifth Circuit continues to review a constitutional challenge to the law. Previously,...more