SEC Proposes to Disqualify Felons and Other “Bad Actors” From Rule 506 Offerings
Rule 506 under Regulation D, the most widely used exemption from the registration requirements of the Securities Act of 1933, permits issuers to offer and sell securities to an unlimited number of “accredited investors” and up to 35 non-accredited investors. … Read More
Be on Alert: Changes Coming for Advisers Charging Performance Fees
Rule 205-3 of the Advisers Act provides an exemption from the general prohibition on charging performance-based fees and permits SEC-registered investment advisers to charge such fees to “qualified clients.” Currently, a client is a “qualified client” under the dollar amount … Read More
States on the Move to Revise IA Registration
Over the past few months, several states have commenced the process of adopting revised investment adviser registration requirements and new exemptions. These changes are based on the increase in the assets under the management threshold for SEC registration and the … Read More
SEC Considers Extension of Compliance Dates for Investment Adviser Registration and Deregistration Requirements Under Dodd-Frank
On Friday, April 8, 2011, the Associate Director of the SEC’s Division of Investment Management, Robert E. Plaze, issued a letter to the President of the North American Securities Administrators Association (NASAA), indicating that the SEC will likely grant additional … Read More
Government Shutdown Could Freeze Investigations and Enforcement Actions by SEC and Other Federal Regulators
Although the SEC would maintain some functionality in the event of a government shutdown, the majority of its activities, including inspections and examinations of registered investment advisers and broker-dealers would and ongoing enforcement actions would be discontinued until after a … Read More
Division of Investment Management Releases Responses to Questions About the Pay to Play Rule and Part 2 of Form ADV
Two of the more significant final rules adopted by the SEC over the past year were the new “pay to play” rule adopted on July 1, 2010, and the amendments to Part 2 of Form ADV adopted on July 28, … Read More
Proposed Amendments to Net Worth Standard Under New Definition of Accredited Investor
Section 413(a) of the Dodd-Frank Act requires the definition of “accredited investor” under various SEC rules promulgated under the Securities Act of 1933 to exclude the value of a person’s primary residence for purposes of determining whether the person qualifies … Read More
SEC Study on Enhancing Investment Adviser Examinations Includes Possible Creation of SRO for Advisers
On January 19, 2011, the SEC submitted to Congress the much-anticipated Study on Enhancing Investment Adviser Examinations, as required by Section 914 of the Dodd-Frank Act. The Study gives Congress three options for improving the SEC’s examination program to address … Read More
EBSA Announces Public Hearing on Proposed Amendment to Definition of “Fiduciary” Under ERISA
As discussed in a prior Core Compliance blog posting, the U.S. Department of Labor (“DOL”) recently proposed significant amendments to the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974 (“ERISA”). Due to the considerable attention and … Read More