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
A September 30, 2020 enforcement action brought by the SEC pivoted on a failure to effectively exercise “substantial investment authority”. Day to day investment advisory services were provided by an affiliated RIA of the...more
On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) adopted a new rule, Rule 12d1-4, and related amendments designed to permit a registered investment company or business development company or...more
On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) voted to propose a new limited, conditional exemption from the broker registration requirements of Section 15(a) of the Securities Exchange...more
Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019).
On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more
4/5/2019
/ Corporate Officers ,
Custody Rule ,
Digital Assets ,
Directors ,
Enforcement Actions ,
Intent to Defraud ,
Investment Funds ,
Janus Capital Group Inc v First Derivative Traders ,
Lorenzo v SEC ,
No-Action Relief ,
Personal Liability ,
Proposed Rules ,
Puerto Rico ,
Retirement Plan ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
Enforcement -
AXA Prevails in Excessive Fee Trial -
Beware of Failing to Properly Disclose Fees and Assess Adequate Penalties -
Non-Enforcement -
Business Continuity Planning -
SEC Rule Designed to...more
Non-Enforcement -
Mutual Fund Directors Must Be Vigilant in Addressing Risks -
In remarks to the Mutual Fund Directors Forum, SEC Chair Mary Jo White outlined some of the risks and challenges that mutual fund...more
6/3/2016
/ 12b-1 plan ,
Civil Monetary Penalty ,
Conflicts of Interest ,
Custody Rule ,
Directors ,
Disgorgement ,
Enforcement Actions ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Liquidity ,
Mutual Funds ,
No-Action Relief ,
PCAOB ,
Permanent Injunctions ,
Prejudgment Interest ,
Private Funds ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Sub-advisers ,
Summary Judgment ,
Third-Party Service Provider
Non-Enforcement -
Amendments to the Venture Capital Fund Adviser and Private Fund Adviser Exemptions -
Last month the SEC’s Division of Investment Management issued a guidance update (Update) addressing recent...more
5/2/2016
/ Commercial Bankruptcy ,
Employee Retirement Income Security Act (ERISA) ,
Exemptions ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Guidance Update ,
Investment Advisers Act of 1940 ,
Joint and Several Liability ,
Multi-Employer Pensions ,
Multiemployer Pension Plan Amendments Act (MPPAA) ,
Partnership-in-Fact ,
Private Equity Funds ,
Private Funds ,
SBIC ,
Securities and Exchange Commission (SEC) ,
Sun Capital Partners ,
Venture Capital ,
Withdrawal Liability
Non-Enforcement -
Remember to Update Your Risk Disclosure on an Ongoing Basis -
The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more
4/4/2016
/ Breach of Duty ,
Conflicts of Interest ,
Directors ,
Disclosure Requirements ,
Enforcement Actions ,
Exchange-Traded Products ,
Fees ,
Fiduciary Duty ,
Form ADV ,
Intermediaries ,
Investor Protection ,
Mutual Funds ,
New Guidance ,
Penalties ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
Non-Enforcement -
The EB-5 Immigrant Investor Program has Provided a Breeding Ground for Securities Fraud -
Back in 1990, Congress created the United States Citizenship and Immigration Services (USCIS) EB-5...more
3/3/2016
/ EB-5 ,
Enforcement Actions ,
Insider Trading ,
Investment Adviser ,
Investment Funds ,
Material Nonpublic Information ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
State Regulators ,
Target Company ,
Unregistered Brokers ,
Venture Capital
Non-Enforcement -
FINRA’s Proposed Pay-to-Play Rule Will Impact Investment Advisers -
Late last year (December 24, 2015), the Financial Industry Regulatory Authority (FINRA) submitted a proposed rule to the U.S....more
2/3/2016
/ 12b-1 plan ,
Cybersecurity ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Fund Managers ,
Investment Adviser ,
Investor Protection ,
OCIE ,
Pay-To-Play ,
Sanctions ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Transparency
Non-Enforcement -
Investment Management Division Director Address to Investment Company Institute -
Division Director David Grim addressed the ICI on December 16, 2015. In his remarks, Grim noted 2015 was the 75th...more
12/30/2015
/ CFTC ,
Data Collection ,
Derivatives ,
Dodd-Frank ,
EB-5 ,
Enforcement Actions ,
Insider Trading ,
Investment Companies ,
Liquidity Risk Management Rule ,
Portfolio Managers ,
Securities and Exchange Commission (SEC) ,
Unregistered Brokers
Non-Enforcement -
A Source of Concern for the SEC — The Outsourcing by Investment Advisers and Funds of Compliance Activities -
In a recent National Exam Program Risk Alert (dated November 9, 2015) the U.S....more
Non-Enforcement -
SEC Decides Against Mounting an Appeal in Koch Ruling -
The July 2015 ruling by the D.C. Circuit Court in Koch v. SEC will apparently not be challenged by the SEC. The Court ruled in that...more
11/2/2015
/ Auditors ,
Board of Directors ,
Breach of Duty ,
Cease and Desist Orders ,
Chief Compliance Officers ,
Civil Monetary Penalty ,
Compliance ,
Conflicts of Interest ,
Cyber Threats ,
Cybersecurity ,
Disclosure Requirements ,
Disgorgement ,
Division of Investment Management ,
Dodd-Frank ,
Enforcement Actions ,
Exemptive Orders ,
Fiduciary Duty ,
Fixed Income Investments ,
Guidance Update ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Companies ,
Investment Company Act of 1940 ,
Investment Management ,
Investor Protection ,
Liquidity Risk Management Rule ,
Meals-Gifts-and Entertainment Rules ,
Mismanagement ,
Money Market Funds ,
Municipal Advisers ,
Mutual Funds ,
NRSRO ,
Popular ,
Prejudgment Interest ,
Private Funds ,
Proposed Regulation ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Risk Mitigation ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Testimonial Statements ,
Valuation
Non-Enforcement Cybersecurity Is At the Top of SEC Examination Concerns In a recent SEC “risk alert” for registered broker-dealers and investment advisers, the SEC’s Office of Compliance Inspections and Examinations (OCIE)...more
10/1/2015
/ Blue Sky Laws ,
Board of Directors ,
Broker-Dealer ,
Chief Compliance Officers ,
Civil Monetary Penalty ,
Cyber Attacks ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Data Security ,
Derivatives ,
Disclosure Requirements ,
ETFs ,
Free Identity Theft Protection ,
Hackers ,
Investment Portfolios ,
Liquidity Risk Management Rule ,
Mutual Funds ,
NAV ,
New Guidance ,
OCIE ,
Personally Identifiable Information ,
Policies and Procedures ,
Proposed Regulation ,
Registered Investment Advisors ,
Regulation S-P ,
Remedial Actions ,
Reporting Requirements ,
Risk Alert ,
Risk Assessment ,
Risk Management ,
Sanctions ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Security Risk Assessments ,
Senior Managers ,
Servicing Agreements ,
Share Redemption ,
Shareholder Distributions ,
Swing Pricing
Non-Enforcement -
Form PF — What Purpose?
SEC registered investment advisers with at least $150 million of assets under management in private funds are required to periodically file Form PF with the SEC. The...more
8/31/2015
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Board of Directors ,
Breach of Duty ,
CFTC ,
Chief Compliance Officers ,
Compliance ,
Conflicts of Interest ,
Dodd-Frank ,
Enforcement ,
Enforcement Actions ,
EU ,
European Securities and Markets Authority (ESMA) ,
Excessive Fees ,
Failure To Disclose ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Form PF ,
FSOC ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
IOSCO ,
Meals-Gifts-and Entertainment Rules ,
Mutual Funds ,
National Private Placement Regimes (NPPR) ,
Penalties ,
Private Funds ,
Risk Management ,
SCOTUS ,
SEC Examination Priorities ,
Section 36(b) ,
Securities and Exchange Commission (SEC) ,
Transparency ,
UK