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

CategoryCompliance

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...

September 30, 2020’s LIBOR Hardwired Transition Date Has Arrived

Today is the day that the New York Fed’s Alternative Reference Rates Committee (ARRC) recommended transition to a “hardwired” approach for LIBOR[i] successor provisions in U.S. dollar-denominated syndicated credit facilities takes effect.  Henceforth, to the extent not already utilized, all new syndicated business loans should include ARRC-recommended (or substantially similar) hardwired USD...

Public Companies Oppose SEC’s Proposed Changes to Section 13(f) Disclosures

Back in July, the Securities and Exchange Commission proposed new rules that would substantially reduce the reporting thresholds for institutional investment managers (including hedge fund managers) under rule 13f-1 (and Form 13F).   Section 13(f) of the Securities Exchange Act and Rule 13f-1  (as currently in force) require that an investment manager file a report with the Commission if the...

Increase in Sophistication of Ransomware Attacks on SEC Registrants

On July 10, 2020, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a cybersecurity risk alert in which it discussed the flood of bad actors orchestrating phishing campaigns designed to penetrate financial networks to access internal resources and deploy ransomware.  OCIE’s alert indicated that ransomware attacks on SEC registrants appeared to...

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...

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...

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