On June 20, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed amendments to FINRA Rule 2210 (Communications with the Public) and FINRA Rule 2241 (Research Analysts and Research Reports) to further the rules adopted by the Securities and Exchange Commission (“SEC”) last year as required by the Fair Access to Investment Research Act of
Market Trends 2018/19: Business Development Companies
Business development companies (BDCs) are closed-end investment management companies that are specially regulated by the Investment Company Act of 1940, as amended (the 1940 Act). This Lexis Practice Advisor® market trends article covers recent commercial and regulatory trends affecting BDCs, particularly focusing on various types of securities offerings by public and private BDCs.
Read our…
PCAOB Staff Guidance on Critical Audit Matters
By Anna T. Pinedo on
The PCAOB recently published Staff guidance that sets out the Staff’s views relating to implementing the critical audit matters (CAMs) requirement. In its piece, “Implementation of Critical Audit Matters: the Basics,” the Staff notes that for large accelerated filers the CAMs requirement will become effective for audits of fiscal years ending on or…
Proposed Securities Offering and Communications Reforms for BDCs and Closed-End Funds
By Anna T. Pinedo on
Late last week, the Securities and Exchange Commission (SEC) proposed rule amendments that are intended to modernize the offering related provisions of the Securities Act of 1933 (the Securities Act) and the communications safe harbors available to business development companies (BDCs) and closed-end funds (CEFs) in order to harmonize these with the provisions applicable to…
Proposal to Modernize Offering and Communications Framework for BDCs and Closed-End Funds
By Anna T. Pinedo on
The Securities and Exchange Commission proposed rule amendments that are intended to modernize the offering related provisions of the Securities Act and the communications safe harbors available to business development companies (BDCs) and closed-end funds (CEFs) in order to bring these to parity with the provisions applicable to operating companies. The Commission was required to…
Proxy Advisory Firms and Other Updates from the Commission’s Investment Management Division
By Anna T. Pinedo on
At the ICI Conference, Dalia Blass, Director of the Securities and Exchange Commission’s Division of Investment Management, provided some insights on upcoming rulemaking initiatives. Director Blass noted that we should anticipate a proposal soon for business development company and closed-end fund offering reform, as well as recommendations for a proposal on modernizing the advertising and…
SEC Loosens In-Person Voting Requirement for BDC Boards
By Brian Hirshberg on
Posted in BDCs
On February 28, 2019, the staff of the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter to the Independent Directors Council permitting board members of a business development company to vote by telephone, video conference or other remote means in certain circumstances. This modernized position softens, but does not eliminate, the…
Legal Update: A Year to Remember for BDCs
By Brian Hirshberg on
With 2018 now in the rearview mirror, we summarize several of the encouraging regulatory developments for business development companies (“BDCs”) that occurred during 2018.
To learn more, read our Legal Update.
SEC Applies New Hedging Requirement to BDCs following Industry Silence
By Brian Hirshberg on
As detailed in our Legal Update, on December 18, 2018, the Securities and Exchange Commission (“SEC”) adopted a final rule requiring companies to disclose their hedging policies for employees, officers and directors. However, in a change from the proposed rule, the SEC decided not to apply the new disclosure requirement to listed closed-end funds…
SEC Proposes Fund of Funds Rule
By Brian Hirshberg on
On December 19, 2018, the Securities and Exchange Commission (the “SEC”) proposed a new rule (Rule 12d1-4) intended to modernize and improve the regulatory framework for fund of funds arrangements (fund investing in shares of another fund). Currently, funds are required to rely on existing statutory exemptions or exemptive rules or seek exemptive relief prior…