In 2021, the SEC adopted the Marketing Rule, and in 2023, issued an FAQ requiring private fund managers to show net-of-fees performance alongside gross performance. Managers found it difficult to calculate net performance for individual investments, as fees are generally charged at the fund level.
Continue Reading SEC’s Marketing Rule Updates May Provide Relief for Investment Managers
Most meme coins are not securities, and their offer and sale will not need to be registered or require an exemption from registration, SEC staff said in a clarifying statement on Feb. 27, 2025.
Continue Reading SEC Clarifies Stance: Most Meme Coins Not Subject to Securities Regulation
On March 3, 2025, the Securities and Exchange Commission’s Division of Corporation Finance issued new guidance expanding the availability of confidential (nonpublic) review of draft registration statements (DRS).
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On Oct. 22, 2024, the SEC announced settled administrative actions against four current or formerly public technology companies, finding that the companies all made materially misleading disclosures to investors in their periodic filings concerning the impact of the 2020 SolarWinds breach on their businesses.
The Securities and Exchange Commission’s Division of Examinations (Division) announced its 2025 examination priorities (Exam Priorities) Oct. 21, 2024. These priorities address areas of concern based on recent examinations, and often forecast referrals to the Division if material rule violations or deficiencies are uncovered.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules, absent an exemption, most private fund managers are required to register with the US Securities and Exchange Commission (SEC) or, in some cases, state securities authorities. Under the Advisers Act, a person acts as an investment adviser if the person is providing
In the latest installment of its ongoing “off-channel” communications sweep, on Aug. 14, 2024, the Securities and Exchange Commission announced settlements totaling $393 million with 26 investment advisers and brokers-dealers for widespread use of texting, messaging applications, and other off-channel communications by senior executives and other employees.
On May 16, 2024, the U.S. Securities and Exchange Commission finalized amendments to Regulation S-P (the Amendments) that largely adopt the proposed amendments the SEC issued in 2023. As discussed in further detail below, the Amendments will require broker-dealers, investment companies, SEC-registered investment advisers, funding portals, and transfer agents registered with the SEC or other
On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit unanimously vacated a rule the Securities and Exchange Commission (SEC) enacted in August 2023 that was intended to protect investors who invest in certain private funds and prevent fraud by the investment advisers to Private Funds.
Continue Reading U.S. Appeals Court Vacates SEC Private Fund Adviser Rule
On Feb. 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted new Rules 3a5-44 and 3a44-2 (the final rules) under the Securities Exchange Act of 1934 (the Exchange Act), which require market participants engaging in certain dealer roles to register with the SEC, become members of a self-regulatory organization (SRO), and comply with