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Dislocated in Wyoming Again

At the fall NRS Conference, the presenter and the audience were both surprised to reveal that false addresses was a new enforcement initiative for the Securities and Exchange Commission when it came to registered investment advisers and fund managers. Two weeks ago, the SEC came out with three enforcement actions against advisers that had falsely […]

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Failure to Register with the SEC as an Investment Adviser

One of the questions that come up with private funds and Dodd-Frank was what would happen if you failed to register with the SEC? HSBC Holdings Plc found out for us. HSBC  will pay $12.5 million to settle claims that its Swiss private-banking unit solicited U.S. investors without being registered. The Securities and Exchange Commission […]

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Post – Election Day Now What?

Now that the Republicans have taken control of Congress, can we expect changes that will affect the private fund industry? Many of the Republican firebrands that now run the legislative process in both houses have spoken about repealing the Dodd-Frank Wall Street Reform and Consumer Protection Act. A wholesale repeal of Dodd-Frank is highly unlikely. […]

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Small Business Capital Access & Job Preservation Act – Part 2

The House Financial Services Committee pushed ahead a bill designed to exempt advisers to certain private equity funds from the new registration requirements imposed by Title IV of the Dodd-Frank Act. The Small Business Capital Access & Job Preservation Act was presented last session, and Congressman Hurt has brought it back again. Except as provided […]

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Best Execution Failure

Best execution refers to the obligation of an investment adviser to ensure that the prices its orders receive reflect the optimal mix of price improvement, speed and likelihood of execution. The concern is whether the investment adviser is getting some other compensation that influences the decision to use one broker over another. This concern should […]

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Updated Guidance on the Custody Rule for Private Funds

The Securities and Exchange Commission has provided some updated guidance on the Custody Rule for private funds. It has sometimes been tricky for private funds to comply with Rule 206(4)-2. The custody rule deems it to be a fraudulent, deceptive or manipulative act, practice or course of business for an adviser to have custody of […]

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Employee Criminal History and 506(d)

The bad actor rule in the new Rule 506(d) makes private placements a bit harder and will require private funds and companies to do more homework in connection with the fundraising. That’s because an issuer cannot rely on the Rule 506 exemption if the issuer or any other person covered by the rule had a […]

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Small Business Capital Access and Job Preservation Act

Congress, or at least the the House Financial Services Committee, is proposing some relief for private equity funds. The Committee approved the Small Business Capital Access and Job Preservation Act, along with three other pieces of legislation. The bill would exempt private equity fund managers from the registration and reporting requirements of the Investment Adviser […]

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Regulation of Investment Advisers

The Securities and Exchange Commission recently published a compendium describing the regulation of investment advisers: Regulation of Investment Advisers. It’s not light reading, but the 59-pages provide a helpful overview of investment adviser regulation. It comes from the Staff of the Investment Adviser Regulation Office in the Division of Investment Management. So it carries a […]

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march 2013

One Week Left to File Your Form ADV Update

Most advisory firms and fund managers end their fiscal year on December 31. Under the SEC Advisers Act Rule 0-4, you have 90 days to file your Form ADV update after the end of your fiscal year. Last year that put the filing deadline on March 30 because it was a leap year. The next […]

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