Routine investment adviser examinations by the Securities and Exchange Commission (SEC) typically begin with requests from the SEC staff for the production of certain documents. When the investment adviser submits documents in response to these production requests, those materials may
Key Takeaways
The U.S. Commodity Futures Trading Commission’s (“CFTC”) Market Participants Division (the “Division”) issued No-Action Letter No. 25-50 (the “No-Action Letter”) on December 19, 2025, effectively temporarily reinstating former CFTC Regulation 4.13(a)(4) (the “QEP Exemption”), which was rescinded by the CFTC
Beginning on June 29, 2026 (the “Effective Date”), SEC-registered investment advisers charging performance-based fees (e.g. carried interest or performance allocation) and in certain cases exempt reporting advisers[1] (collectively, “Advisers”) must ensure that clients or private fund investors (“Investors”) meet
As discussed in our previous article, “Raising Capital Through Private Placements Under Regulation D”, Regulation D provides exemptions to streamline capital raising and avoid the rigorous public disclosure requirements associated with public offerings. To perfect an offering under Regulation
The U.S. Court of Appeals for the Fifth Circuit ruled that the meaning of “limited partner” under Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”), is determined under state law. This ruling, Sirius Solutions LLP
When a company is looking to raise third-party capital, it will frequently sell equity in the form of securities issued by the company. The U.S. Securities Act of 1933 (as amended, the “Securities Act”) prohibits the sale of securities unless
Under Regulation D Rule 506(c) of the Securities Act of 1933, private funds may generally solicit and advertise their offerings, but all purchasers must be verified as accredited investors before being allowed to invest. The requirements for verification go beyond
Introduction
The Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury (the “Treasury”), issued a final rule (the “Final Rule”), adding investment advisers to the definition of “financial institution” under the regulations that implement the
As financial markets and investors increasingly rely on instant access to data online, financial professionals are publishing more analyses through websites and social media than ever before. Yet many financial professionals may be unaware of the fine line the Investment
