On September 30, 2025, the staff of the Division of Investment Management of the U.S. Securities and Exchange Commission granted no-action relief that allows, subject to numerous conditions: (i) investment advisers registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and (ii) investment companies registered under the Investment Company Act of
Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance and Portfolio Characteristics
On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted performance, and (ii) new guidance regarding “portfolio or investment statistics.” We provide a brief overview of the New Marketing Rule
SEC Division of Examinations Announces 2025 Exam Priorities
Priorities Include Artificial Intelligence and Other Emerging Technologies, Complex Products, Reg BI, Cybersecurity, Outsourcing, Private Funds and Compliance with New and Amended SEC Rules
On October 21, 2024, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (“SEC”) released its examination priorities for fiscal year 2025 (which started October 1, 2024).
SEC Adopts Amendments To Regulation S-P
On May 15, 2024, the US Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Regulation S-P under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the treatment of nonpublic personal information about consumers by certain financial institutions, to modernize and enhance the protections under the regulation.
The Amendments require broker-dealers
WhatsApp All Over Again: The SEC Brings More Recordkeeping Charges Against Broker-Dealers and Investment Advisers for Off-Channel Communications
On February 9, 2024, the Securities and Exchange Commission (“SEC”) announced charges against several broker-dealers and investment advisers for failures by the firms and their employees to maintain and preserve electronic communications. The firms’ penalties ranged from $8 to 16 million, with one notable exception—one firm received a significantly lower penalty of $1.25 million, which
SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections
On January 24, 2024, the US Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special purpose acquisition companies (“SPACs”) in connection with their IPOs and their subsequent business combination transactions (“de-SPAC transactions”) with target operating
MB Microtalk: Recent Amendments to Rule 35d-1 (the Names Rule)
In this MB Microtalk video, Mayer Brown’s Leslie Cruz discusses the recent amendments to Rule 35d-1 under the Investment Company Act of 1940. Leslie addresses which funds are affected by the changes, when funds are required to comply with the changes, and other related matters.
Visit our MB Microtalk page for more topics and
SEC Announces 2024 Exam Priorities
On October 16, 2023, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission announced its examination priorities for 2024. While the Division typically announces its examination priorities near the start of the calendar year, this is the first time that the Division has published its examination priorities this early, to align
SEC Re-Proposes Conflict of Interest Rule for Asset Backed Securities
The Securities and Exchange Commission (“SEC”) has issued proposed Rule 192 pursuant to Section 27B of the Securities Act of 1933. Section 27B requires the SEC to issue rules for the purpose of implementing that section’s prohibition against a securitization participant’s entering into a transaction that would involve or result in a material conflict of
Offerings and Communication Reforms for BDCs and Closed-end Funds
This article discusses the amendments adopted by the US Securities and Exchange Commission (“SEC”) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (“Securities Act”), and the communications safe harbors available to business development companies (“BDCs”) and closed-end funds (“CEFs”), including interval funds but excluding open-end funds, exchange-traded