On October 29, 2026, the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to Goldman Sachs Asset Management, L.P. (“GSAM”) addressing warehouse arrangements entered into in connection with the launch of registered closed-end funds and business development companies (“BDCs”). The letter confirms
SEC Remarks at the Small Business Capital Formation Advisory Committee Meeting: The IPO Modernization Initiative and Regulation Crowdfunding
At the October 27, 2026 meeting of the Securities and Exchange Commission’s (the “SEC”) Small Business Capital Formation Advisory Committee (the “SBCFA”), Chair Paul S. Atkins and Commissioner Mark T. Uyeda discussed the SEC’s initial public offering (“IPO”) modernization initiative, specifically, easing the gun-jumping prohibitions, as well as re-evaluating Regulation Crowdfunding (“Reg CF”).
Turning to
FINRA Amends Rules 5110 and 5123; SEC Approves CIT Exemption
On October 21, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published Regulatory Notice 26-19 announcing amendments to FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) and Rule 5123 (Private Placements of Securities). The amendments are part of FINRA’s broader effort to modernize its rules and facilitate capital formation.
The amendments to
SEC Proposes Expanding Securities Eligible for Cross Trading by Registered Funds
On October 9, 2026, the Securities and Exchange Commission proposed amendments to Rule 17a-7 under the Investment Company Act of 1940, as amended, that would expand the types of securities eligible for cross trading between registered investment companies (“registered funds”) and certain affiliated persons. The proposed amendments are a welcome development for the industry, and
SEC Proposes Amendments Addressing Retailization; Modernizing Regulated Funds and Performance-Based Compensation
On September 30, 2026, the Securities and Exchange Commission (the “SEC”) issued two proposing releases containing amendments that would materially affect how business development companies (“BDCs”) that have elected to be regulated under the Investment Company Act of 1940, interval funds and other registered funds are structured, as well as their compensation and distribution models.
The SPV Series: Practical and Structuring Considerations for Multi-Layer SPVs
Given the continued and growing interest in special purpose vehicles (“SPVs”) as a means of accessing private market investments, we are publishing a series of posts that examine different aspects of these structures. This is our third post in the series, exploring structuring and regulatory issues that arise when SPVs are formed to invest in
SEC Proposes Amendments That Address Retailization and Modernize Regulated Funds
On September 30, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments intended to provide additional flexibility for regulated funds and their investment advisers. The proposals address performance-based compensation, interval fund repurchase requirements and multiple share classes for registered closed-end funds and business development companies (“BDCs”). The SEC also separately requested comment on potential
SEC Staff Highlights Fair Value and Disclosure Considerations for Private Assets
The staff of the Securities and Exchange Commission, including the Office of the Chief Accountant and the Division of Investment Management (the “Staff”), recently issued a Statement on Fair Value Measurement and Disclosure Considerations for Private Assets (the “Statement”). The Statement highlights considerations for applying Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
BDC Facts & Stats 2026
Business development companies (“BDCs”) continue to be an important source of capital for private equity-owned, small- and middle-market companies and an attractive investment vehicle for investors seeking exposure to private credit. As the BDC market has grown, sponsors and investors have increasingly focused on alternative BDC structures, capital raising, leverage, advisory arrangements and other key
SEC to Hold Open Meeting on September 30 Addressing Retailization Issues
The Securities and Exchange Commission (“SEC”) announced an open meeting to be held on September 30, 2026. The SEC will consider several matters relating to investment advisers, closed-end funds and business development companies and accredited investors.
The SEC will first consider whether to propose amendments to the rule under the Investment Advisers Act of 1940