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

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ARRC Releases Fallback Language for the LIBOR Transition

The Alternative Reference Rates Committee (ARRC) released updated fallback language for new originations of U.S. dollar-denominated syndicated business loans that reference LIBOR and new variable-rate private student loans on June 30, 2020.  The language is intended to address the disruption that could occur should the termination of LIBOR indeed occur at the end of 2021. With respect to...

Welcome News for Venture Capital, Opportunity Zone and other Private Equity Funds: Federal Agencies Ease Volcker Rule Restrictions

On June 25, 2020, the Securities and Exchange Commission, Comptroller of the Currency and the Commodity Futures Trading Commission, the Federal Reserve and Federal Deposit Insurance Corporation announced a final rule that will allow banks to invest in private funds including hedge funds, qualified opportunity zone funds (QOFs), and other private equity funds. Indeed, the release specifically...

The Investor Advisory Committee Urges SEC to Take Global Lead in Requiring ESG Disclosures

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 established the Investor Advisory Committee (the “IAC”) to advise the Securities and Exchange Commission (“SEC”) to protect investor interests and to promote investor confidence and the integrity of the securities marketplace.  The IAC has held three sessions on the topic of environmental, social, and governance (“ESG”)...

SEC Rule Proposal Governing Good Faith Determinations of Fair Value

Recently, the Securities and Exchange Commission (“SEC”) proposed a new regulatory framework under Rule 2a-5 of the Investment Company Act of 1940, as amended (the “40 Act”) to shed light on the role of the board of directors of a registered investment company or business development company (“Boards”) with respect to fund valuation.  Historically, Boards assign valuation using a blend of...

Block.one, Creator of EOS, Settles with the SEC. Was it a Slap on the Wrist? Did EOS Get a Pass from the Feds?

Earlier this week it was announced by the Securities and Exchange Commission (SEC) that it had settled with Block.one, creator of EOS, regarding allegations of issuing unregistered securities during an initial coin offering (ICO) that raised a record-breaking $4 billion. The fine assessed by the SEC was a mere $24 million. Chump change in comparison to the billions collected in the ICO. Block.one...

Delaware Law Updates

On July 23, 2018, Delaware amended the Delaware limited liability company act (the “LLC Act”). The two key amendments were to (a) permit a divisive or divisional merger and (b) create provisions related to a registered series. Divide Away! (aka Divisive Mergers) The LLC Act now permits a divisive or divisional merger. Under new Section 18-217 of the LLC Act, a Delaware LLC will be permitted to...

Cayman Islands Update 2018-2019

During 2018 a number of significant changes to the Cayman Islands regulatory regime occurred. As a result, fund vehicles now have significantly increased obligations as regards obligations in relation to Anti-Money Laundering (“AML”) including appointing compliance officers and potentially making additional filings. Further, the deadline for compliance with the regime relating to the disclosure...

Privacy and Data Security for Private Fund Managers

The California Consumer Privacy Act (the “CCPA”) was enacted in 2018 and becomes effective January 1, 2020. The CCPA gives consumers in California four basic privacy rights including: To know what personal information a business has about them, and from where (categorized) that personal information came or was sent; To request deletion of personal information that a business collected from them...

Registered Investment Adviser Compliance Update

The SEC’s Division of Enforcement has indicated that one of its focuses for 2018 was on retail investors. This focus has translated into increasing number of cases involving investment advisers. According to the Enforcement Division’s recently published reports, cases involving investment advisers and investment companies were the second largest group of actions in the last year, just...

Update on Department of Labor Fiduciary Rule and Regulatory Relief for Smaller VC Funds

On March 15, 2018, the Fifth Circuit Court of Appeals vacated the Department of Labor’s (“DOL’s”) Fiduciary Rule, holding in a 2-1 decision that the DOL exceeded its regulatory authority in passing the rule. The decision struck down the new fiduciary advice definition and denied the attorneys-general of California, New York, and Oregon, as well as the interest group AARP, the opportunity to...

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