News & Analysis as of

Securities and Exchange Commission (SEC) Investment Management Beneficial Owner

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

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

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

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

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

Ballard Spahr LLP

Investment Management Update

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SEC Issues Guidance on Mutual Fund Fee Structure - The Securities and Exchange Commission’s (SEC) Division of Investment Management recently issued a guidance update addressing disclosure issues and certain procedural...more

Ballard Spahr LLP

Investment Management Update

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Investment Adviser AXA Wins Excessive Fee Trial - A federal judge in New Jersey has ruled in favor of AXA Equitable Life Insurance Company (AXA Equitable) and its wholly owned subsidiary, AXA Equitable Funds Management...more

Goodwin

Waivers of Ownership Limitation Provisions in REIT Charters

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I. Why Do REITs Have Ownership Limits in the First Place? - Ownership limitation provisions are designed primarily to protect one of a REIT’s most valuable assets – its status as a REIT under the federal income tax...more

Ballard Spahr LLP

Recent Investment Management Developments - May 2016

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Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. ...more

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