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Securities Exchange Act › Securities Regulation › Investment Adviser

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Morgan Lewis

Modernizing FINRA Rules for Member Workplaces: A Call for Comments

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FINRA previously announced in Regulatory Notice 25-04 that it is launching a broad review to modernize its rules regarding member firms and associated persons and identified the modern workplace as its area of initial focus....more

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

Ropes & Gray LLP

Ropes & Gray’s Investment Management Update December 2024 – January 2025

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On February 7, 2025, the SEC issued an order postponing compliance requirements with Rule 13f-2 under the Securities Exchange Act and reporting requirements on Form SHO. As a result, initial Form SHO reports from...more

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act - UPDATED February 2025

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

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Stark & Stark

More Than $390 Million in Penalties for Recordkeeping Failures

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The Securities and Exchange Commission (SEC) announced charges against 26 broker-dealers, investment advisers, and dually-registered firms for widespread and longstanding failures to maintain and preserve electronic...more

Jones Day

Who Needs Customers, Anyway? New SEC Rules Turn Traders Into Dealers

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The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more

Hinckley Allen

SEC Adopts Changes to the Definition of “Dealer” and “Government Securities Dealer”

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On February 6, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules (the “Final Rules”) that will further define the phrase “as a part of a regular business” as used in the statutory definitions of...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

White & Case LLP

SEC’s Focus on Off-Channel Communications Continues

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On September 29, the US Securities and Exchange Commission ("SEC") brought its latest wave of enforcement actions related to "off-channel communications," charging 10 additional firms with failing to maintain employee...more

Jones Day

SEC Adopts Amendments to the Beneficial Ownership Rules

Jones Day on

In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

Goodwin

SEC Proposes New Regulation Best Execution - Brokers Must Achieve “Most Favorable Price” for Customers; Heightened Obligations for...

Goodwin on

The proposal would codify for the first time the federal-level best execution standard for brokers and related obligations. New Regulation Best Execution would result in a pivot from what has been a principles-based approach...more

Goodwin

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

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The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

Oberheiden P.C.

SEC Compliance Internal Audit Tips: 4 Things You Should Know

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Regulated securities firms need to take significant actions to ensure that their company is complying with the legal requirements set out by regulations promulgated by the U.S. Securities and Exchange Commission (SEC) and the...more

King & Spalding

SEC Returns Spotlight to Cybersecurity Disclosure Enforcement

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On June 15, the Securities and Exchange Commission announced a settlement with First American Financial Corporation for what the SEC found were inadequate disclosure controls and procedural violations, revealed in connection...more

Herbert Smith Freehills Kramer

Second Circuit Addresses Disgorgement of Short-Swing Profits by Hedge Funds and Their Investment Advisers

Herbert Smith Freehills Kramer on

On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts New Rule for Fund of Fund Arrangements

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On October 7, 2020, the Securities and Exchange Commission (SEC) adopted Rule 12d1-4 (Final Rule or Rule 12d1-4) under the Investment Company Act of 1940 (1940 Act) in an effort to streamline and enhance the regulatory...more

Polsinelli

Revenge of the Rat Pack; SEC Proposes Finders Exemption

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The U.S. Securities and Exchange Commission (the “SEC”) recently proposed a new, conditional exemption from registration as a broker for individuals who are “finders” that connect accredited investors with issuers looking to...more

Morgan Lewis

SEC Proposes Exemptive Relief for Finders

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While an SEC proposal to exempt “finders” from broker-dealer registration requirements is promising, potential hazards remain and interpretive questions may persist. ...more

Seyfarth Shaw LLP

SEC Proposes New Rules that would Exempt Certain “Finders” from Registration as Brokers

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Seyfarth Synopsis: The Securities and Exchange Commission currently takes the view that "finders" who introduce potential investors to a company must register as brokers if they receive compensation based on the amount of...more

Hogan Lovells

SEC proposes narrow broker-dealer registration exemption for finders

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The U.S. Securities and Exchange Commission (SEC) proposed a new exemptive order on Wednesday, October 7, which would exempt certain “finders” from broker-dealer registration under Section 15(a) of the U.S. Securities...more

Cozen O'Connor

SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders

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On October 7, 2020, the Securities and Exchange Commission (SEC) voted to provide much needed clarity to the regulatory status of so-called “finder” who assist small businesses in raising capital. In a 3-to-2 vote, the SEC...more

Goodwin

Divided SEC Votes To Propose “Finder” Exemption From Broker Registration

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On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more

Cohen & Gresser LLP

Second Circuit Gives Guidance on Section 16 “Short-Swing” Profits with Possible Implications for Hedge Funds

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On May 20, 2020, the Second Circuit affirmed the dismissal of Section 16 “short-swing profit” claims against the client of an investment advisory firm that was itself subject to Section 16(b) liability.  Rubenstein v. Int’l...more

Sullivan & Worcester

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

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The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

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