News & Analysis as of

Exemptions Securities and Exchange Commission (SEC) Private Funds

Eversheds Sutherland (US) LLP

SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments....more

Katten Muchin Rosenman LLP

March Brings New Beginnings: SEC Approves Multi-Share Class Exemptive Relief for Private BDCs and Certain Registered Closed-End...

Since March 12, 2025, the US Securities and Exchange Commission (SEC) has approved multiple applications for multi-share class exemptive relief for private business development companies (BDCs) and certain registered...more

Robinson Bradshaw

Form D: A Primer

Robinson Bradshaw on

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

BCLP

Recent SEC Enforcement Action Integrating Affiliated Advisers

BCLP on

A recent Securities and Exchange Commission (“SEC”) settled enforcement action serves as an excellent reminder of the risk of operational integration to firms that operate multiple advisory entities, especially where one of...more

Foley Hoag LLP

SEC Updates “Qualifying Venture Capital Fund” Threshold for Section 3(c)(1) Exemption Under the Investment Company Act

Foley Hoag LLP on

The two most common exemptions from registration under the Investment Company Act of 1940 (the “Act”) utilized by private funds are under Section 3(c)(7) and Section 3(c)(1). Funds that do not qualify for an exemption under...more

Proskauer Rose LLP

Proskauer's Hedge Start: What Key Exemptions Apply to Hedge Funds?

Proskauer Rose LLP on

We have separately discussed the common exemptions from registration of a fund manager with the Securities and Exchange Commission (SEC) as an investment adviser and from registration with the Commodity Future Trading...more

Lowenstein Sandler LLP

SEC Proposes to Modify Section 3(c)(1) Investment Company Act Exemption for Certain Private Funds

Lowenstein Sandler LLP on

On February 14, 2024, the U.S. Securities and Exchange Commission (the SEC) proposed a rule (the Proposal) that would increase the threshold for what is considered a “qualifying venture capital fund” from $10 million to $12...more

K&L Gates LLP

The US Corporate Transparency Act: Practical Considerations for Private Fund Sponsors as the Effective Date Approaches

K&L Gates LLP on

Earlier this year, the US Congress passed the Corporate Transparency Act (CTA). The CTA will require thousands of privately held US and non-US entities to report beneficial ownership to the US Treasury Department’s Financial...more

Proskauer Rose LLP

Relief for Non-U.S. Investment Advisers: SEC Clarifies the Extraterritorial Limits of the New Private Fund Adviser Rules

Proskauer Rose LLP on

On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted its highly anticipated new rules and amendments to existing rules under the Investment Advisers Act of 1940 (“Advisers Act”) impacting private...more

Morrison & Foerster LLP

Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers...more

Foley & Lardner LLP

A Compilation of Non-Enforcement Actions

Foley & Lardner LLP on

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

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