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Securities Regulation Investment Company Act of 1940 Investment Companies

Goodwin

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

Goodwin on

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

DLA Piper

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

DLA Piper on

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

Oberheiden P.C.

SEC Compliance Internal Audit Tips: 4 Things You Should Know

Oberheiden P.C. on

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

Vinson & Elkins LLP

Special Purpose Acquisition Companies and the Investment Company Act of 1940

Vinson & Elkins LLP on

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

Goodwin on

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

Vedder Price

SEC Staff Updates Prior Accounting Guidance and Publishes Accounting Matters Bibliography

Vedder Price on

On November 27, 2019, the Chief Accountant of the SEC’s Division of Investment Management issued a “Dear CFO” letter—the first in nearly 20 years—to update certain accounting guidance appearing in prior Dear CFO letters that...more

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