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Securities Regulation Investment Companies

Goodwin

Supreme Court to Resolve Circuit Split Over Existence of Implied Private Right of Action Under Section 47(b) of the Investment...

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On June 30, 2025, the Supreme Court granted certiorari in FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd., agreeing to resolve a circuit split over whether private parties have an implied right of action to...more

Proskauer Rose LLP

SEC Multi-Class Exemptive Relief for Privately Offered BDCs and Closed-End Funds

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On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a notice on Ares Core Infrastructure Fund’s (“Ares”) application for multi-class exemptive relief (the “Private Placement Multi-Class Relief”). The...more

Fenwick & West LLP

Securities Law Update - February 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Seward & Kissel LLP

SEC Settles with Investment Adviser for Over $100 Million for Misleading Investors About Tax Implications of Retirement Fund...

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Who may be interested: Investment Advisers; Investment Companies; Boards of Directors; Compliance Staff - Quick Take: The SEC announced that an investment adviser (Adviser) agreed to pay over $100 million to settle...more

SEC Compliance Consultants, Inc. (SEC³)

Tips for Updating Your Compliance Program in 2025

In addition to basic blocking and tackling, compliance officers often have the thankless job of performing the annual review of their compliance program required by Advisers Act Rule 206(4)-7....more

Carlton Fields

Going Up: SEC Cyber Incident Reporting - Regulation S-P Amendments Take It to Next Level

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On May 16, 2024, the SEC breathed new life into its decades-old Regulation S-P, which requires firms to adopt policies and procedures for the protection of customer information and records. The amended rule balloons the...more

DLA Piper

Venture Capital Funds: 3(c)(1) Funds vs. 3(c)(7) Funds

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Provided that they meet certain criteria, venture capital funds are not required to be registered as an “investment company” by the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940...more

Mayer Brown

US SEC Adopts Rules on Definitions of “Dealer” and “Government Securities Dealer”: Focus on Investment Advisers and Investment...

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On February 6, 2024, the Securities and Exchange Commission (SEC) adopted Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (Exchange Act), which significantly expand the definitions of “dealer” and “government...more

Alston & Bird

SEC Adopts Amendments to the SPAC and de-SPAC Disclosure and Investor Protection Rules

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Our Securities Group breaks down how new regulations will affect special purpose acquisition companies (SPACs) and de-SPAC transactions....more

Foley Hoag LLP

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

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INVESTMENT ADVISERS - Annual Compliance Reviews - All investment advisers registered with the Securities and Exchange Commission (“SEC”) or at the state level are required to review their compliance policies and...more

Sullivan & Worcester

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

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The SEC today adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities, including: - requiring issuers to provide daily repurchase activity on a quarterly or...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

Nelson Mullins Riley & Scarborough LLP

[Event] Financial Services Conference - May 18th, Washington, DC

Please join us for the annual Nelson Mullins Financial Services Conference, which will feature a lineup of national speakers on the future of financial services....more

Mayer Brown Free Writings + Perspectives

US Securities and Exchange Commission Division of Examinations 2022 Exam Priorities

On March 30, 2022, the Division of Examinations of the US Securities and Exchange Commission (the “Division” and “SEC,” respectively) announced its examination priorities for 2022. This year’s priorities specifically focus...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update (22-01)

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

Proskauer Rose LLP

Top 10 Practice Tips: Business Development Companies

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Over the last several years, an increasing number of asset managers have evaluated the potential benefits of including a business development company (BDC) as part of a diversified credit platform. A BDC is a hybrid of an...more

Vinson & Elkins LLP

Special Purpose Acquisition Companies and the Investment Company Act of 1940

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Last week, a stockholder in three special purpose acquisition companies (“SPACs” – Pershing Square Tontine Holdings, Ltd. (“PSTH”), GO Acquisition Corp. and E.Merge Technology Acquisition Corp) brought novel claims against...more

Mayer Brown Free Writings + Perspectives

Multi-Firm Statement in Response to 1940 Act Suits Against SPACs

Today, 49 law firms, including Mayer Brown, signed a joint statement responding to a recent action against a SPAC asserting that SPACs are investment companies under the Investment Company Act of 1940 because proceeds from...more

Goodwin

SEC Updates Regulatory Framework For Good Faith Determinations Of Fair Value

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On December 3, 2020, the U.S. Securities and Exchange Commission (the “SEC”) voted to adopt new Rule 2a-5 (the “Fair Value Rule”) under the Investment Company Act of 1940 (the “1940 Act”), which addresses the valuation...more

Mayer Brown Free Writings + Perspectives

Fintech Companies Face Investment Company Status Challenges

Fintech companies can face a variety of regulatory challenges under the federal securities laws, including one that often receives minimal attention, namely a company’s status as an “investment company” under the US...more

Ballard Spahr LLP

COVID-19: SEC Disclosure Obligations for Investment Companies

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As discussed in our previous alerts, over the past several weeks, the Securities and Exchange Commission (the SEC) and its staff (the Staff) have provided guidance and targeted, conditional, and temporary relief to investment...more

Troutman Pepper Locke

SEC Grants Additional COVID-19 Relief To Business Development Companies

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On April 8, the SEC issued an order granting relief to business development companies (BDCs) by permitting BDCs to issue and sell senior securities and participate in certain joint enterprises or other joint arrangements that...more

Cohen & Gresser LLP

SEC Disclosure Alert: Key Performance Metrics, Financial Reporting and Sustainability

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On January 30, 2020, the SEC issued guidance on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements. The published...more

Robinson & Cole LLP

SEC’s Proposed Amendments to Financial Disclosure Requirements in Regulation S-K and New Guidance on Metrics in MD&A

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On January 30, 2020, the Securities and Exchange Commission (SEC) announced its proposal to amend certain financial disclosure requirements in Regulation S-K for the purpose of eliminating duplicative disclosures and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments To Enhance MD&A Disclosures and Issues New MD&A Interpretative Guidance

The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures. ...more

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