News & Analysis as of

Securities and Exchange Commission (SEC) Shareholders Investment Company Act of 1940

Ropes & Gray LLP

Supreme Court to Consider Closing a Back Door to Fund Litigation Claims Under the Investment Company Act

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On June 30, the U.S. Supreme Court agreed to hear a case that will determine whether Section 47(b) of the Investment Company Act of 1940 (ICA) creates a private right of action for shareholders of registered investment...more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

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On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Seward & Kissel LLP

SEC Staff Issues FAQs On Tailored Shareholder Reports

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Who may be interested: Registered Investment Companies - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently issued responses to frequently asked questions (FAQs) covering the SEC’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....more

Troutman Pepper Locke

SEC Releases New Guidance on Tailored Shareholder Reports

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On January 19, 2024, the Division of Investment Management staff at the Securities and Exchange Commission (SEC), released several responses to frequently asked questions (FAQs) related to the adoption of rules and form...more

Seward & Kissel LLP

SEC Releases Staff Bulletin on Differential Advisory Fee Waivers

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Who may be interested: Investment Advisers, Mutual Fund Boards of Directors - Quick Take: The SEC staff recently issued a bulletin to highlight the requirements of Section 18 of the Investment Company Act of 1940 (1940...more

Seward & Kissel LLP

SEC Adopts Rule and Form Amendments Relating to Shareholder Reports and Investment Company Advertisements

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The Securities and Exchange Commission (SEC) recently adopted substantial amendments to shareholder reports used by investment companies, including mutual funds and exchange-traded funds (ETFs) (collectively, funds)...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

McCarter & English, LLP

SEC Proposes Amendments to Rules Affecting SPACs

The commissioners of the SEC have proposed new rules and amendments that would require greater disclosures from special-purpose acquisition companies (SPACs). The proposed rules were made in reaction to concerns over the...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more

White & Case LLP

Over 60 of the Nation's Leading Law Firms Respond to Investment Company Act Lawsuits Targeting the SPAC Industry

White & Case LLP on

Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because...more

Goodwin

Financial Services Weekly Roundup: SEC Proposes Modified Disclosure Framework For Funds

Goodwin on

In the News. The Securities and Exchange Commission (SEC) proposed modifying the disclosure framework for mutual funds and exchange-traded funds (funds), which would create a new layered disclosure regime that attempts to...more

Bass, Berry & Sims PLC

Chris Lazarini Outlines Factors to Determine Whether Adviser's Fees Violate Investment Company Act

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini outlined the factors courts must consider in determining whether the fees an adviser charges a mutual fund are excessive and in violation of the Investment Company Act. All the...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - January 2020

Blank Rome LLP on

REGULATORY UPDATES - FINRA Issues Regulation Best Interest Checklist for Brokers - On October 8, 2019, the Financial Industry Regulatory Authority (“FINRA”) announced it will provide new resources to assist member firms...more

Proskauer Rose LLP

SEC Proposes Expedited Exemptive Relief Process and SEC Staff Issues Guidance on Repurchase Offers by Non-Traded BDCs

Proskauer Rose LLP on

The Securities and Exchange Commission (the "Commission") and the staff of its Division of Investment Management (the "Staff") have recently taken two actions that may prove beneficial to registered funds and business...more

Eversheds Sutherland (US) LLP

SEC guidance on reduced asset coverage for unlisted BDCs

On October 17, 2019, the staff of the Division of Investment Management (the “Staff”) of the US Securities and Exchange Commission issued guidance regarding an unlisted business development company’s (BDC) repurchase...more

Mayer Brown Free Writings + Perspectives

SEC Clarifies BDC Repurchase Obligation

On October 17, 2019, the Staff of the Division of Investment Management released FAQs meant to assist business development companies (“BDCs”) that have obtained the requisite approvals for lowering their asset coverage from...more

Skadden, Arps, Slate, Meagher & Flom LLP

Neuberger Berman Alleges Saba Capital Violating 1940 Act To Win Proxy Fights; Saba Investors on Notice, Should Consider Own Duties

As recently noted, Saba Capital Management, L.P. (Saba) has begun to escalate its attacks on the closed-end fund asset class, at the expense of retail fund shareholders.1 Saba continues its offensive against closed-end funds,...more

Perkins Coie

SEC Staff Relaxes Certain In-Person Board Voting Requirements for Registered Investment Companies

Perkins Coie on

The SEC’s Division of Investment Management has relaxed certain in-person voting requirements for fund boards, subject to certain conditions, in a no-action letter to the Independent Directors Council (the IDC) issued on...more

K&L Gates LLP

Saving Trees: SEC Allows Notice & Access Delivery of Shareholder Reports

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On June 4, 2018, the Securities and Exchange Commission (the “SEC”) voted to adopt new Rule 30e-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”)....more

Vedder Price

Investment Services Regulatory Update - July 2018

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES - SEC Proposes New Rule to Permit Certain ETFs to Operate Without an Exemptive Order - On June 28, 2018, the SEC issued a proposed new rule under the...more

Eversheds Sutherland (US) LLP

SEC permits internet delivery of investment company shareholder reports - including insurance company separate accounts

The Securities and Exchange Commission (SEC) on June 5, 2018, adopted Rule 30e-3 under the Investment Company Act (the Rule), which permits “notice and access” delivery of investment company shareholder reports via website...more

Morgan Lewis

SEC Approves E-Delivery of Shareholder Reports, Requests Comments on Other Areas

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The US Securities and Exchange Commission recently adopted Rule 30e-3 under the Investment Company Act of 1940, which will provide registered funds with a “notice and access” option for delivering shareholder reports....more

Troutman Pepper Locke

SEC Adopts Rule Permitting Online-Only Shareholder Reports

Troutman Pepper Locke on

The Securities and Exchange Commission voted 4 to 1 on June 4 to adopt new Rule 30e-3 under the Investment Company Act of 1940 and related form amendments, allowing registered funds to replace paper delivery of shareholder...more

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