On March 27, 2026, the Securities and Exchange Commission (“SEC”) announced its intention to adjust the dollar thresholds used under the Investment Advisers Act of 1940 in determining when a registered investment adviser may charge performance‑based fees. These fees, which tie adviser compensation to investment gains, are generally prohibited except in respect of “qualified clients”
Skip the Misery: Modernize Fund Rules
On March 24, 2026, Securities and Exchange Commission Commissioner Hester Peirce spoke at the Investment Company Institute’s 2026 Investment Management Conference laying out a pragmatic path to modernize the fund regulatory framework. Her remarks emphasized that many of the industry’s longstanding pain points are well understood and, in some cases, readily fixable. Among several key
ICI Proposes Subscription Data Framework for Retail Alternatives
The Investment Company Institute (ICI) released a white paper introducing a proposed subscription data framework (the “Framework”) for retail alternative investments. Developed by its Retail Alternatives Working Group, the Framework aims to standardize data formats and definitions used in subscription documents, improving interoperability across systems and supporting more efficient distribution.
The U.S. alternative investment landscape
The ATM Survives the Float Drop
On March 19, 2026, the SEC staff issued a new Compliance and Disclosure Interpretation (Question 116.26) addressing how Form S-3 eligibility may impact an existing at-the-market (ATM) offering. The interpretation considers a situation where a company establishes an ATM offering while it qualifies under General Instruction I.B.1, which allows companies with at least $75 million
What’s the Deal: Advanced Topics in At-the-Market Offerings
Webinar | February 26, 2026
8:30 a.m. – 9:30 a.m. ET
Register here.
Due to weather disruptions, this session will be held virtually on Zoom. There will be no in-person attendance.
Join us for a webinar on at-the-market (“ATM”) offerings. ATM offerings continue to evolve as issuers and banks look for greater flexibility, alternative
FINRA Moves to Broaden Private Placement Filing Exemption
On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (“SEC”) to amend FINRA Rule 5123, which governs member filings in connection with private placements. The proposal would expand the rule’s existing accredited investor exemption to cover certain family offices and to include
Understanding the Spectrum of Permanent Capital Vehicles
Asset management vehicles, especially those regulated under the Investment Company Act of 1940 (the 1940 Act), are frequently painted with a broad brush and described as having the same or virtually indistinguishable characteristics. For a long while, many fund vehicles, like interval funds and tender offer funds, were not popular, barely attracting any attention from
SEC’s Uyeda Urges Modernization of 401(k) Investment Options
On November 20, 2025, Securities and Exchange Commission (“SEC”) Commissioner Mark Uyeda delivered remarks at the ICI Retail Alternatives and Closed-End Funds Conference outlining what he characterized as a “diversification deficit” within today’s 401(k) system. The Commissioner asserted that most retirement savers lack access to private market investments that might improve their long-term outcomes. He
Negotiating Private Investments: Structuring Strategies Using Preferred Stock, Convertibles, and Warrants
- The equity and equity-linked private placement market, including the emergence of unicorns and mega-rounds and the entry
SEC Committee Signals Support for Expanded Retail Access to Private Markets
On September 11, 2025, the Securities and Exchange Commission’s (“SEC”) Investor Advisory Committee (“IAC’) released a draft report titled Retail Investor Access to Private Market Assets. The report adds to the growing policy momentum favoring reform of the eligibility criteria for investors in private offerings and reform of the regulatory framework applicable to pooled