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Fund Managers Investment Adviser Securities and Exchange Commission (SEC)

Winstead PC

Trusts as Qualified Clients: Understanding the Qualified Client Threshold for Trusts Investing in Private Securities - March 2025

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This article is the second of a three-part series discussing trusts in the context of certain common investor thresholds for investment in private securities. This article will examine trusts as “qualified clients” under the...more

Seward & Kissel LLP

Platform Deal Considerations

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When presented with an opportunity to join an investment management platform, a prospective manager should carefully take into account the following considerations:...more

McDermott Will & Emery

CLOs and Material Nonpublic Information: Key Takeaways from the SEC’s Settlement with Sound Point

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In this alert, we present the key lessons to be learned from the U.S. Securities and Exchange Commission’s (the SEC) settlement with Sound Point Capital Management, LP (Sound Point), and discuss whether a similar enforcement...more

SEC Compliance Consultants, Inc. (SEC³)

Lessons From 2024: Tips for Private Fund Managers

As we look back on the SEC’s actions in 2024, we wanted to share our thoughts on lessons learned that we believe will carry through to 2025....more

Foley & Lardner LLP

SEC Settlement Highlights Importance of Proper Disclosure Requirements for Private Fund Managers

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On January 10, 2025, the Securities and Exchange Commission (SEC) settled charges against two fund managers (collectively the “Fund Managers”) and their sole owner, chief executive office, chief compliance office, and founder...more

Goodwin

2025 SEC Exam Priorities for Investment Advisers and Registered Investment Companies

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On October 21, the Securities and Exchange Commission’s (SEC’s) Division of Examinations (Division) released its examination priorities for 2025, outlining the key topics the Division plans to focus on in the upcoming fiscal...more

Latham & Watkins LLP

SEC Outlines 2025 Examination Priorities

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On October 21, 2024, the Securities and Exchange Commission’s (SEC) Division of Examinations (the Division) published its annual examination priorities for 2025 (2025 Priorities), which focus on certain “practices, products,...more

Eversheds Sutherland (US) LLP

SEC adopts amendments to Regulation NMS

Enhancing market efficiency, transparency, and investor protection - The US Securities and Exchange Commission (SEC) adopted amendments to Regulation National Market System (Regulation NMS or Reg NMS). Regulation NMS was...more

Lowenstein Sandler LLP

When Two Become One: Navigating the Complexities of Operational Integration

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On September 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced a settlement with an investment adviser for, among other things, failure to register with the SEC as an investment adviser. The SEC found that...more

Proskauer - Regulatory & Compliance

Launch of the Taskforce on Inequality and Social-related Financial Disclosures

The Taskforce on Inequality and Social-related Financial Disclosures (“TISFD”) launched on 23 September 2024. Background - The TISFD is a global initiative with the aim of developing recommendations and guidance for...more

Cooley LLP

Are You a Fund Manager Looking to Set Up a Separate Entity and Avoid Registration? Recent SEC Enforcement Action Highlights Risks...

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In a recent enforcement action announced by the Securities and Exchange Commission (SEC), the issue of how one investment adviser can affect the exemption status of related advisers under the Investment Advisers Act of 1940...more

Seward & Kissel LLP

SEC Drops Swing Pricing, Adopts Amendments to Form N-PORT and N-CEN and Issues Guidance on Open-End Fund Liquidity Risk Management...

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Who may be interested: Registered Investment Companies; Boards of Directors; Investment Advisers; Compliance Officers; Fund Administrators- Quick Take: In its August 28, 2024, open meeting, the SEC amended fund reporting...more

SEC Compliance Consultants, Inc. (SEC³)

Latest SEC Document Request Lists: What Private Fund Managers Should be Worrying About

Many private fund managers are breathing a sigh of relief after the Fifth Circuit struck down the Private Fund Rules (check out our blog post for more information). Do not, however, assume the SEC will stop its aggressive...more

Allen Matkins

California's Legislature Mulls Weird Definition Of "Hedge Fund"

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As the California legislature approaches its final recess of the current session, it is continuing to move AB 3129 (Wood), a bill that would according to the bill's digest "require a private equity group or a hedge fund, as...more

Foley Hoag LLP

TIC Form SHL-Reporting of Foreign Holdings of U.S. Securities Due August 30, 2024

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Form SHL is a five-year mandatory benchmark survey filing commissioned by the Department of the Treasury and administered by the Federal Reserve Bank of New York (“FRBNY”) applicable to all U.S.-resident issuers with foreign...more

Womble Bond Dickinson

SEC Marketing Rule: Fintech Enforcement Actions

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This alert highlights recent artificial intelligence (AI)-related enforcement actions that the Securities and Exchange Commission (SEC) has brought against investment advisers under the SEC's "Marketing Rule." The enforcement...more

DarrowEverett LLP

Fifth Circuit Puts the Brakes on SEC’s Private Fund Rules: What’s Next For Private Fund Advisers

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In a continuation of recent court decisions overturning the rulemaking authority of federal agencies, a recent decision by the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC)...more

DLA Piper

Private Fund Adviser Rules Vacated: Key Takeaways

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A three-judge panel of the US Court of Appeals for the Fifth Circuit unanimously vacated the US Securities and Exchange Commission (SEC)’s private fund adviser rules and amendments (Private Fund Rules), stating that “no part...more

Sullivan & Worcester

Deadline for Form 13F Filers for New Reporting Requirements on Executive Compensation Votes Rapidly Approaching

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The Securities and Exchange Commission adopted rule and form amendments that will require institutional investment managers who file Form 13F to use Form N-PX to report how they voted proxies on executive compensation (or...more

Proskauer - The Capital Commitment

Mid-Year Enforcement Update: SEC’s Continued Focus on Private Funds in 2024

As we reach the midpoint of 2024, the SEC has maintained its rigorous enforcement stance on the private funds industry, proposing new rules and oversight tools to better identify and investigate market practices. As 2024...more

Cole Schotz

Fifth Circuit Strikes Down SEC Rule Regulating Private Investment Funds

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On June 5, 2024, a three judge panel of the U.S. Fifth Circuit Court of Appeals unanimously struck down the Securities and Exchange Commission’s (“SEC”) final rule, which created onerous restrictions for managers of private...more

A&O Shearman

SEC private fund adviser rule vacated by Fifth Circuit

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On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit held that the U.S. Securities and Exchange Commission had exceeded its statutory authority in adopting its controversial private fund advisers rule....more

Sullivan & Worcester

Are the SEC’s Private Fund Advisers Rules Now Dead? No, but they are on Life Support

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The U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) has thrown a wrench into the gears of the U.S. Securities and Exchange Commission (the “SEC”) in its attempt to regulate those investment advisers that...more

White & Case LLP

5th Circuit Strikes Down Private Fund Adviser Rules

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On June 5, 2024, The United States Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated new rules applicable to advisers to private funds1 recently enacted by the Securities and Exchange Commission (SEC). These...more

Seyfarth Shaw LLP

SEC's Private Fund Advisers Rule Struck Down by Fifth Circuit

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The Fifth Circuit Court of Appeals (Fifth Circuit) today issued its ruling striking down the “Private Fund Advisers Rule” (the “PFA”). The proposed PFA was introduced on February 9, 2022 (“Proposed Rule”). The Securities and...more

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