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Investment Management Beneficial Owner

Cooley LLP

Vanguard Will Restructure Into Two Distinct Investment Advisors

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Last week, Vanguard issued this statement announcing a plan to split its investment management and stewardship functions into these two wholly-owned investment advisors, perhaps to help manage its growth per this Morningstar...more

Lowenstein Sandler LLP

OFAC Imposes Largest-Ever Penalty on Nonbank Financial Institution for Egregious and Sustained Sanctions Violations—a $216M...

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The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced a historic $215,988,868 civil monetary penalty against GVA Capital Ltd. (GVA), a venture-capital firm registered in the Cayman Islands...more

Morgan Lewis

OFAC Action Shows Risk of Not Recognizing That ‘Property Interests’ Include ‘Any Interest Whatsoever’

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The US Department of the Treasury’s Office of Foreign Assets Control (OFAC) fined GVA Capital Ltd. $215 million, primarily for violating the Ukraine/Russia-related sanctions regulations, when GVA mistakenly concluded that it...more

Carey Olsen

British Virgin Islands investment funds - Spring 2025 update

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Our investment funds team outline the latest developments within the investment funds market in the British Virgin Islands ("BVI"), including the funds statistics from the British Virgin Islands Financial Services Commission...more

SEC Compliance Consultants, Inc. (SEC³)

February and March 2025 Regulatory Roundup

SEC Clarifies Marketing Rule, Warms up to Crypto and Private Placements under 506(c), and Backs off Form SHO; Latest Lessons from EXAMS: Duty of Care and Risk Identification Failures - Welcome to our February and March 2025...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

Ropes & Gray LLP

Ropes & Gray’s Investment Management Update October – November 2024

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The following summarizes recent legal developments of note affecting the mutual fund/investment management industry. On October 21, 2024, the SEC Division of Examinations (“EXAMS”) published its annual Examination Priorities...more

Seward & Kissel LLP

Upcoming Reminders for FinCEN Beneficial Ownership Information Reporting

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The Financial Crimes Enforcement Network’s (“FinCEN’s”) beneficial ownership reporting rule, issued under the Corporate Transparency Act (the “CTA” and such rule, the “BOI Reporting Rule”) became effective as of January 1,...more

Seward & Kissel LLP

Updated Alert: FinCEN Imposes New Reporting Requirements on LLCs and other Entities

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As a reminder to our clients and friends of the firm, the beneficial ownership reporting deadline is soon approaching. Applicable entities that were formed or registered to do business in the U.S. prior to this year, have...more

Mayer Brown Free Writings + Perspectives

SEC Testifies Before Congress & Updates from the Division of Corporation Finance

The Chair and Commissioners of the Securities and Exchange Commission testified before the US House of Representatives Committee on Financial Services on September 24, 2024.  The SEC’s testimony provided updates on market...more

Partridge Snow & Hahn LLP

Recent Legal Developments Affecting Syndicated Real Estate Funds

Two recent developments may affect private funds, including syndicated real estate offerings.  First, at the end of last summer the SEC adopted the Private Fund Adviser rules, regulations that cover certain aspects of...more

Seward & Kissel LLP

Activist Investor Sues Closed-End Fund Over Poison Pill Provision

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Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: An investment manager and offshore fund have sued a closed-end fund for adopting a “poison pill” provision that prevents shareholders with more...more

Baker Donelson

Tennessee's Rule Shift for Private Fund Advisers' Registration

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Effective December 25, 2023, Tennessee Rule 0780-4-3-.05 was amended to include a new exemption to registration requirements for investment advisers under Tenn. Code. Ann. § 48-1-109 (the Amended Rule). In the past, advisers...more

K&L Gates LLP

US Asset Management Regulatory Year in Review 2023

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It is a dramatic understatement to describe 2023 as a busy year in the United States for asset management regulation. With 24 rules adopted and 18 new rules or rule amendments proposed, the US Securities and Exchange...more

Akin Gump Strauss Hauer & Feld LLP

The Corporate Transparency Act’s Impact on Private Fund Managers: Immediate Planning Needed

Starting on January 1, 2024, entities that are organized in the United States or are registered to do business in the United States will generally be required to disclose to the Financial Crimes Enforcement Network (an...more

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act

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This legal update summarizes (a) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment...more

Morgan Lewis - All Things FinReg

SEC Staff Clarifies Position on Disaggregation for Section 13(d) and 16(a) Reporting by Certain ETF Authorized Participants

The SEC’s Division of Corporation Finance recently posted new compliance and disclosure interpretations concluding that any registered broker-dealer acting as an authorized participant (AP) for any ActiveShares...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - May 2022

In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism; new SEC proposals; and the impact of Russia sanctions on disclosure obligations and...more

Polsinelli

Reminder: Upcoming Filing Deadlines for Fund Managers

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With the new year comes a number of annual compliance obligations for evaluation by investment fund managers. In addition to the obligation for registered investment advisers to conduct an annual review of their compliance...more

Akin Gump Strauss Hauer & Feld LLP

Second Circuit Provides Guidance on Delegation of Beneficial Ownership in Short-Swing Trading Case Brought Under Section 16 of the...

In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more

Morgan Lewis

CFTC ‘Clarifies’ Anti-Money Laundering Rule Obligations of Certain Introducing Brokers

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A recent interpretation by the CFTC (in consultation with FinCEN) of the customer identification program and beneficial ownership rules specifies that these rules do not apply to nontraditional introducing brokers, or...more

Proskauer Rose LLP

SEC Adopts Amendments to Auditor Independence Rules Addressing Lending Relationships

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On June 18, 2019, the Securities and Exchange Commission (the "SEC") adopted amendments to Rule 2-01 of Regulation S-X, which sets forth the SEC's auditor independence standards, changing the analysis of whether an audit firm...more

Herbert Smith Freehills Kramer

SEC Adopts ‘Loan Rule’ Amendments

On June 18, 2019, the SEC adopted final amendments (the “Amendments”) to the auditor independence rules set forth in Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”). The Loan Rule identifies debtor-creditor...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

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The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

Morgan Lewis

Japan Introduces New Requirement to Identify Companies’ Beneficial Owners

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In an effort to increase transparency in the control of Japanese companies—and to prevent organized crime and terrorists from misusing companies—Japan has recently introduced a requirement that, in order for a company’s...more

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