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,
The Social Media Guide: Social Media Compliance for Issuers, Broker-Dealers, & Investment Advisers
You are an issuer, investment adviser, or broker-dealer. You want to communicate to the public about securities. Should you (a) type a letter and drop it in the mailbox; (b) chisel out a prospectus on two stone tablets; or (c) use social media?
If you chose (c),
The SEC Adjusts the “Qualified Client” Tests for Inflation
Effective August 16, 2021, the Securities and Exchange Commission will apply new threshold amounts with respect to the definition of “qualified clients,” raising the starting dollar amounts of the assets-under-management and net worth tests under Rule 205-3 of the Investment Advisers Act of 1940 (“Advisers Act”).
Rule 205-3 allows an investment adviser to charge a
SEC Examinations Division Issues Risk Alert on ESG Products and Services
On April 9, 2021, the Division of Examinations (“Division” or “staff”) of the US Securities and Exchange Commission issued a risk alert that highlighted its observations from its recent examinations of investment advisers, registered investment companies and private funds offering ESG products and services. The risk alert also provides observations of effective practices.
Noting that
SEC’s Division of Examinations 2021 Exam Priorities – Investment Advisers and Investment Companies
On March 3, 2021, the Division of Examinations of the US Securities and Exchange Commission announced its 2021 examination priorities, which, as in previous years, provide insight into its risk-based approach for the year with respect to the entities it examines. In this Legal Update, we discuss the announced priorities applicable to investment advisers
SEC Examinations Division Issues Risk Alert Regarding Digital Assets
On February 26, 2021, the Division of Examinations (“Division”) of the US Securities and Exchange Commission (“SEC”) published a risk alert regarding its continued focus on digital assets (“Risk Alert”). The term “digital asset,” as used in the Risk Alert, refers to an asset that is issued and/or transferred using distributed ledger or blockchain technology
US SEC Issues Supplementary Proxy Voting Guidance for Investment Advisers
On July 22, 2020, the US Securities and Exchange Commission (SEC) published supplementary guidance in the form of a policy statement regarding the proxy voting responsibilities of investment advisers under Rule 206(4)-6 under the Investment Advisers Act of 1940. This Legal Update provides further detail. Continue reading here.
Amendments to Proxy Rules
Today, the Securities and Exchange Commission adopted amendments to the proxy rules. The amendments amend the definition of “solicitation” in Exchange Act Rule 14a-1(l) in order to make clear, consistent with the SEC’s longstanding view, that it includes proxy voting advice, with certain exceptions. The amendments also revise Rules 14a-2(b)(1) and (b)(3), which provide exemptions
SEC Open Meeting to Consider Proxy Related Amendments
On July 22, 2020, the Securities and Exchange Commission will hold an open meeting to consider whether to adopt proxy related amendments. The SEC will consider whether to adopt proxy rule amendments that would provide investors who use proxy voting advice with more transparent, accurate, and complete information on which to make voting decisions. The
Amending the Accredited Investor Definition
Today, the Securities and Exchange Commission (SEC) voted to approve a proposing release for comment that would amend the definition of “accredited investor,” as well as amend the definition of “qualified institutional buyer.”
Amendments to the accredited investor definition have been discussed for many years now. The Dodd-Frank Act in 2010 amended the definition in