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.
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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
US Securities and Exchange Commission Division of Examinations 2022 Exam Priorities
On March 30, 2022, the Division of Examinations of the US Securities and Exchange Commission (“SEC”) announced its examination priorities for 2022. This year’s priorities specifically focus on: (i) private funds; (ii) environmental, social and governance investing; (iii) standards of conduct, including Regulation Best Interest, fiduciary duty and Form CRS; (iv) information security and operational
US SEC Includes “Greenwashing” in Its Examination Priorities for the First Time
In its 2022 Examination Priorities, issued on March 30, 2022, the Division of Examinations (“Division”) of the US Securities and Exchange Commission (“SEC” or “Commission”) uses the term “greenwashing” for the first time, as it outlined ESG as an area of continued focus for the Division.
Specifically, the Division stated that it will continue
SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. Comments on the Proposed Rules are due 30 days after
SEC Proposal Significantly Impacts Private Fund Advisers and Investors
On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended. If adopted, the Proposal would significantly increase the compliance obligations of advisers to “private funds” and would fundamentally reorder the relative rights,