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Securities Regulation Private Funds Investors

Orrick, Herrington & Sutcliffe LLP

PISCES: Sandbox

RECAP Private Intermittent Securities and Capital Exchange System (PISCES) Regulations (SI 2025/583) are now in force. PISCES is not a stock market; it is a regulatory sandbox for those market participants who want to set up...more

Cooley LLP

Nine Lessons Learned From a Decade of Reg A Offering Stats

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Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of...more

Foley Hoag LLP

Revised Reporting of Investors on Form PF – Action Needed with Compliance Date of June 12, 2025 Around the Corner

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The Securities and Exchange Commission (the “SEC”) adopted amendments to Form PF on February 8, 2024. The compliance date for these amendments, which was originally March 12, 2025, was extended to June 12, 2025 (the...more

Vedder Price

SEC Staff No-Action Letter Allows Issuers to Rely on High Minimum Investment Amounts to Verify Purchasers in Rule 506(c) Offerings

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On March 12, 2025, the staff of the Securities and Exchange Commission (“SEC”) issued no-action guidance providing that certain minimum investment amounts, along with certain written representations from the purchaser, could...more

Morgan Lewis

New SEC Guidance Eases Burden in Rule 506(c) Accredited Investor Verification Requirements

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SEC staff issued no-action guidance on Rule 506(c) of Regulation D private securities offerings on March 12, 2025, which should provide issuers with an easier path to rely on Rule 506(c) and solicit and advertise their...more

King & Spalding

SEC Staff No-Action Letter Eases Rule 506(c) Accredited Investor Verification

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On March 12, 2025, the SEC Division of Corporation Finance published a no-action letter that facilitates compliance with Regulation D Rule 506(c), which permits general solicitation, for offerings with certain minimum...more

Katten Muchin Rosenman LLP

SEC Issues New Guidance on Self-Certification of Accredited Investor Status in Private Placements

On March 12, 2025, the staff of the Division of Corporate Finance (the staff) of the US Securities and Exchange Commission (the SEC) concurrently issued a no-action letter and interpretive guidance via new Compliance and...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

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The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Akin Gump Strauss Hauer & Feld LLP

Corp Fin Breathes New Life into 506(c)

On March 12, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a no-action letter providing a new safe harbor for Rule 506(c) offerings, which may enable broader public outreach and...more

DarrowEverett LLP

Less Red Tape, More Capital? SEC Clarifies 506(c) Verification Rules

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On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a significant no-action letter clarifying the use of high minimum investment amounts as a method for verifying accredited investor status under Rule...more

Cooley LLP

Acting SEC Chair advocates “cost-effective regulations for every stage of a company’s lifecycle”

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Yesterday, Acting SEC Chair Mark Uyeda delivered remarks to the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference focused on regulatory efforts affecting every stage of a company’s lifecycle. Setting...more

Vicente LLP

Raising Capital for Your Business: Why Companies Should Avoid Non-Accredited Investors

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When raising capital, startups and growing businesses must choose among various terms, structures, filings, and investor types. One decision—whether to include unaccredited investors—should be straightforward. For the reasons...more

Alston & Bird

SEC’s 2025 Examination Priorities: Continued Focus on Private Funds and Cybersecurity

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Our Investment Funds and White Collar, Government & Internal Investigations Groups discuss what investment fund advisers and broker-dealers should know about the Securities and Exchange Commission’s Division of Examinations’...more

SEC Compliance Consultants, Inc. (SEC³)

Regulatory Roundup for September 2024

Advisers Drafted by FinCEN for AML Duty, More Fines for E-Comm Retention Failures and a September Miracle, SEC Falls Back on Broken Windows Strategy, and a Refusal to Give Up on Private Fund Rules - FinCEN added to advisers’...more

DLA Piper

IMpact: Investment Management News – September 2024

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Welcome to IMpact: Investment Management News. In this regular bulletin, DLA Piper lawyers share their insights on key developments that are impacting the investment management industry....more

SEC Compliance Consultants, Inc. (SEC³)

Latest SEC Document Request Lists: What Private Fund Managers Should be Worrying About

Many private fund managers are breathing a sigh of relief after the Fifth Circuit struck down the Private Fund Rules (check out our blog post for more information). Do not, however, assume the SEC will stop its aggressive...more

DarrowEverett LLP

Fifth Circuit Puts the Brakes on SEC’s Private Fund Rules: What’s Next For Private Fund Advisers

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In a continuation of recent court decisions overturning the rulemaking authority of federal agencies, a recent decision by the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC)...more

SEC Compliance Consultants, Inc. (SEC³)

Regulatory Roundup for June 2024

Private Fund Rules Cancelled, Survey Says Marketing Rule is a Lot of Work and the Intersection of Regulation BI and Investment Adviser’s Fiduciary Duty - Welcome to our June Regulatory Roundup, where we provide you with a...more

Morris, Manning & Martin, LLP

Hedge Fund Pitch Deck is an "Advertisement" under the Advisers Act Marketing Rule

Recently, the SEC settled another administrative proceeding under the Advisers Act's Marketing Rule. This time, the SEC focused on advertisements that a hedge fund sponsor made to prospective investors. The hedge fund's...more

Akerman LLP

Fifth Circuit Strikes Down SEC’s Private Fund Advisers Rule

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On June 5, 2024, the Fifth U.S. Circuit Court of Appeals (the Fifth Circuit) ruled, in a unanimous 3-0 decision, to vacate the U.S. Securities and Exchange Commission’s (SEC) much maligned Private Fund Advisers; Documentation...more

Jones Day

Fifth Circuit Vacates SEC Private Fund Adviser Rules

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The U.S. Court of Appeals for the Fifth Circuit held that the new SEC regulation of private fund advisers exceeded the agency's statutory authority....more

Seyfarth Shaw LLP

SEC's Private Fund Advisers Rule Struck Down by Fifth Circuit

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The Fifth Circuit Court of Appeals (Fifth Circuit) today issued its ruling striking down the “Private Fund Advisers Rule” (the “PFA”). The proposed PFA was introduced on February 9, 2022 (“Proposed Rule”). The Securities and...more

Goulston & Storrs PC

5th Circuit Strikes Down SEC Private Fund Rules. Now What?

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The long-awaited SEC private fund rules were put on ice by the Fifth Circuit U.S. Court of Appeals today when the appellate court struck down the rules and the significant compliance, disclosure, and reporting changes that...more

Carlton Fields

Courts May Call “Lane Violation” on Recent SEC Actions

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With increasing frequency, petitioners representing the securities industry are asking courts to decide that rules adopted by the SEC exceed the agency’s authority, even when the rules have barely left the starting blocks....more

Proskauer - The Capital Commitment

Top Ten Regulatory and Litigation Risks for Private Funds in 2024

To understand the litigation and regulatory risks that are coming in 2024 for private capital, it is helpful to look back briefly on recent events. Arguably, the single most important event over the last 18 months was the...more

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