News & Analysis as of

Disclosure Requirements Securities and Exchange Commission (SEC) Investment Funds

Lowenstein Sandler LLP

Democratization of VC funds

At least once or twice per year, a prospective client will call with the greatest new idea—launch a venture fund for everyone. Open up potential fundraising by appealing to moderate-income people. Why hasn’t anyone thought of...more

Fenwick & West LLP

SEC Division of Corporation Finance Issues Statement on Crypto Asset Exchange-Traded Products

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On July 1, the SEC’s Division of Corporation Finance (Corp Fin) issued a statement regarding Crypto Asset Exchange-Traded Products (crypto asset ETPs). Crypto asset ETPs are investment products that are listed and traded...more

Paul Hastings LLP

Some Sunshine for Crypto Investment Products: SEC Issues First Comprehensive Disclosure Guidance for Crypto ETPs

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In another step toward regulatory clarity for crypto investment products, the SEC Division of Corporate Finance staff has issued detailed disclosure guidance on how crypto exchange-traded products (ETPs) should navigate...more

Eversheds Sutherland (US) LLP

SEC raises ceiling on closed-end funds’ investments in private funds

Recent policy initiatives and remarks from leaders of the US Securities and Exchange Commission (SEC) have created a changing landscape for retail access to the private markets. At a recent conference hosted by the Practising...more

Mayer Brown Free Writings + Perspectives

SEC Statement on Disclosure Best Practices for Crypto Asset ETFs

On July 1, 2025, the staff of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (the “SEC”) issued another in a series of statements regarding crypto assets. This particular statement, titled...more

Woodruff Sawyer

Expanding Retail Investor Access to Private Funds: A Spider-Man Problem

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Private funds could be facing a Spider-Man problem. Let me explain. Because he was bitten by a radioactive spider, Spider-Man has superpowers. He can jump really high. He can shoot webs from his hands. When his...more

Latham & Watkins LLP

SEC Withdraws Proposed Rule on ESG Disclosures for Investment Advisers and Investment Companies

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The withdrawal aligns with the SEC’s “back to basics” approach, but it does not preclude scrutiny of ESG in asset managers’ strategies, marketing, and fund documentation....more

Ropes & Gray LLP

Overview of ETF Share Class Operational Issues

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One of the most talked about topics in asset management is the possibility of offering Mutual Fund and ETF Classes in the same Fund. It appears that Funds may obtain the Relief necessary to offer these Share Classes in the...more

Alston & Bird

SEC Withdraws Multiple Rule Proposals Affecting Investment Advisers

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The Securities and Exchange Commission (SEC) has retracted 14 rule proposals issued in 2022 and 2023. Our Investment Funds Team examines what the SEC’s withdrawal means for investment advisers going forward....more

Paul Hastings LLP

SEC Withdraws 14 Pending Rule Proposals

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On June 12, the Securities and Exchange Commission (SEC) formally withdrew 14 proposed rules for investment advisers, broker-dealers and public companies, many of which had been pending for several years. Should the SEC...more

Ropes & Gray LLP

SEC Clears Unfinished Rulemakings from Regulatory Agenda

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On June 12, 2025, the SEC issued a notice (the “Notice”) formally withdrawing certain proposed rulemakings issued in 2022 and 2023. Of particular interest to the investment management industry, the Notice withdraws the...more

Ropes & Gray LLP

[Podcast] Navigating the SEC's New Marketing Rule FAQ Guidance

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On this Ropes & Gray podcast, Alyssa Horton and Colleen Meyer, both counsel in the private funds regulatory group, explore the recent SEC staff guidance on the Marketing Rule. They discuss the new FAQs issued on March 19,...more

Ropes & Gray LLP

SEC Drops 15% Limit in Private Funds for Retail Closed-End Funds

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Statements earlier this week by SEC Chairman Paul S. Atkins and by Division of Investment Management Director Natasha J. Greiner indicate that the SEC staff will no longer require retail closed-end funds to limit their...more

Stoel Rives LLP

Transition to EDGAR Next—What You Need to Know

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As a result of amendments adopted by the SEC in 2024, the SEC’s EDGAR electronic filing system is being replaced with a new “EDGAR Next” dashboard. All existing SEC filers will need to transition to EDGAR Next before...more

Paul Hastings LLP

SEC Updates Marketing Rule and Form PF FAQs in Short Succession

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On March 19, the SEC issued updates to its FAQs regarding compliance with Rule 206(4)-1 of the Advisers Act (the Marketing Rule) addressing (i) when gross and net performance are required for certain “extracted” performance,...more

McGuireWoods LLP

SEC Updates Marketing Rule FAQs to Provide Additional Performance Presentation Flexibility

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On March 19, 2025, the staff of the Securities and Exchange Commission (SEC) updated the FAQ page pertaining to Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers Act of 1940. The updated guidance permits...more

Robinson Bradshaw

Form D: A Primer

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Under Section 5 of the Securities Act of 1933, all offers and sales of securities, including offers or sales of limited partnership interests or membership interests in a private fund, must be registered with the Securities...more

Katten Muchin Rosenman LLP

SEC Extends Compliance Dates for the 'Names Rule' Amendments

On March 14, 2025, the Securities and Exchange Commission (SEC) issued the following press release (Release) to extend compliance with the amendments (Amendments) to Rule 35d-1 (Names Rule) under the Investment Company Act of...more

Morgan Lewis

SEC Staff Issues Updated Marketing Rule FAQs

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SEC Staff published new guidance providing private fund managers and other investment advisers with flexibility to use extracted performance and portfolio/investment characteristics in marketing materials, without cumbersome...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Says it’s OK to Just Be Gross

On March 19, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Investment Management (the “Staff”) amended its FAQ page on marketing compliance and reversed its stand on a contentious issue with...more

Ropes & Gray LLP

SEC Defers Names Rule Compliance Date; Permits Rolling Compliance for Existing Funds

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On March 14, 2025, the SEC issued a release (the “Release”) that (i) for new funds, defers by six months the compliance date for amendments to Rule 35d-1 under the 1940 Act (the “Names Rule”) (described in a Ropes & Gray...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

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The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Ropes & Gray LLP

Share Class Structures for Mutual Funds/ ETFs: How Fund Groups Can Begin Preparing for Anticipated SEC Exemptive Relief

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This white paper is intended to guide and inform registered funds, their sponsors and other service providers and their boards (“Boards”) as they prepare to take advantage of potentially forthcoming exemptive relief (the...more

Alston & Bird

SEC Announces More Options for Issuers Submitting Draft Registration Statements

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Our Investment Funds Team reviews the Securities and Exchange Commission’s enhanced options for companies filing draft registration statements for nonpublic review....more

Proskauer Rose LLP

SEC Acting Chair Remarks on Private Capital-Raising and Retail Access to Private Companies

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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

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