Updates on Regulation, Trading, and Market Reforms for the Alternative Investment Community

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New IBOR Fallbacks Take Effect for Derivatives

New fallbacks for derivatives linked to key interbank offered rates (IBORs) have come into effect ensuring a viable safety net is in place in the event an IBOR becomes permanently unavailable while firms continue to have exposure to that rate. The fallbacks, published by the International Swaps and Derivatives Association, Inc. (ISDA), will be incorporated into all new derivatives contracts that...

Bi-Partisan Legislation Introduced to Extend OZ Investment Period to 2028

House of Representatives Propose Legislation to Extend the Opportunity Zone Tax Deferral for Two Additional years. The Opportunity Zones Extension Act would extend the capital gains tax deferral date to permit the deferral of capital gains until the end of 2028. This Bi-Partisan legislation is intended to attract additional private sector investment in underserved communities. Rimon Law has an...

Taxation of Carried Interests is Reignited by Recent Congressional Bill

Representatives Bill Pascrell (D-NJ), Andy Levin (D-MI) and Katie Porter (D-CA) released H.R. 1068[1] on February 16, 2021, known as the “Carried Interest Fairness Act” (the “Act”).  The Carried Interest Fairness Act would tax carried interest compensation at ordinary income tax rates and treating it as wage income subject to employment taxes.  Capital gains taxation would still apply to general...

SEC FINALIZES AMENDMENTS TO ADVISER ADVERTISING RULES

On December 22, 2020, the SEC amended the Investment Advisers Act of 1940, as amended, with respect to advertisements and payments to solicitors by investment advisers.[1] The amendments create a single rule (the “Rule”) that supplants the existing advertising and cash solicitation rules, marking the first time in more than 40 years that the SEC has updated its rules governing adviser marketing. ...

IRS Notice Extends Several Opportunity Zone Investment Deadlines

The Internal Revenue Service (IRS) issued Notice 2021-10 on January 19, 2021 that extends several deadlines related to investments in qualified opportunity zones (QOZ) and by qualified opportunity funds (QOFs). 180-Day Window Extended.  Of particular importance, Notice 2021-10 provides an extension to taxpayers’ 180 day reinvestment window in QOFs due to the COVID-19 pandemic.  Henceforth...

2020 in the Rear-View Mirror:  Key Takeaways Applicable to Private Investment Funds and Private Offerings

In 2020, the Securities and Exchange Commission (SEC) renewed its focus on private investment funds while easing limits on private placements generally.  As the SEC observes, private fundraising easily surpasses public fundraising including with respect to private investment funds.  The following discussion recaps a few of the key developments affecting private offerings, private funds and...

EB-5 Regional Center Program Extended Through June 30, 2021

The EB-5 Regional Center Program will be extended through June 30, 2021 as part of the Consolidated Appropriations Act, 2021. This legislation does not address the EB-5 per-country-caps limit or other major reform issues that had been raised just a short time ago in Congress but separates EB-5 Regional Center Program reauthorization from future federal spending (appropriations) bills by making...

Litigation Finance 101

You are the CEO of a thriving technology company.  Your chief legal officer informs you that a well-heeled vender has stolen components of the intellectual property that is your company’s lifeblood.  However, litigation is expensive and the thief is prepared to engage in a costly war of attrition intended to exhaust and overwhelm your business and the company’s resources are tied up in R&D...

SEC Charges Public Company for Misleading COVID-19 Disclosures

The SEC has brought its first enforcement action against a public company relating to disclosure of the financial effect of the pandemic. The Cheesecake Factory Incorporated, without admitting or denying the SEC’s findings, agreed to a cease-and-desist order and payment of a $125,000 civil penalty, settling charges of making misleading disclosures in two Form 8-Ks: In both reports, dated March 23...

SEC Investment Adviser Risk Alert

On November 19, 2020 the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations released a risk alert relating to deficiencies in registered investment adviser’s compliance program.  Under Rule 206(4)-7  (the “Compliance Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”), it is unlawful for a registered investment adviser to...

Updates on Regulation, Trading, and Market Reforms for the Alternative Investment Community