This morning, the United States Supreme Court issued its opinion in the case of Free Enterprise Fund v. PCAOB. For me in the compliance world, the case was about the viability of PCAOB under Sarbanes-Oxley. For the constitutional scholars it is an important separation of powers case. Responding to concerns about accounting that led to … Read more »
Chief Compliance Officers and Private Investment Funds
If you are running a private investment fund, do you need a chief compliance officer? If you are not registered with the SEC, it’s a gray area. If you are registered with SEC, then “yes.” Rule 206(4)-7 requires a registered investment adviser to “[d]esignate an individual (who is a supervised person) responsible for administering the … Read more »
SEC’s Rule on Pay to Play is Coming
It’s been almost a year, but it looks like the SEC is ready to issue its rule on political contributions by investment advisers. They announced the subject matter for the Wednesday June 30 10:00 am open meeting: The Commission will consider whether to adopt a new rule and related rule amendments under the Investment Advisers … Read more »
Compliance Bits and Pieces for June 25
Here are some recent stories that I found interesting: Officially our best-ever cease and desist from ThinkGeek But what makes this cease and desist so very, very special is that it’s for a fake product we launched for April Fool’s day. No Fund for States to Oversee Advisers? by Mark J. Astarita, Esq. on SECLaw.com … Read more »
Export Control Limitations
I don’t spend much time dealing with export regulations. It’s kind of hard to ship a commercial office building oversees. The Bureau of Industry and Security (BIS) is responsible for implementing and enforcing the Export Administration Regulations (EAR), which regulate the export and reexport of most commercial items. Other agencies regulate more specialized exports. If … Read more »
Private Equity Tax and Compliance Practices 2010
Today I am attending the Private Equity Tax and Compliance Practices 2010 conference. This afternoon, I’m joining Karen Hansen of Flag Capital Management on the CCO Roundtable. Many private equity companies have escaped from having to register with the SEC and avoid the regulatory load of registration and compliance. The current draft of the financial … Read more »
The Tree of Contracts
An image from A Treatise on Commercial Law: With Forms of Ordinary Legal and Business Documents, and Copious Questions with References, by A. Norton Fitch. This 1889 image is part of the Yale Law Library collection and published in their Flickr gallery. Read more »
Private Investment Funds and Reporting Requirements Under the Ethics Code Rule
As I wrote about yesterday on the code of ethics for an investment adviser, one of the requirements of registering with SEC as an investment adviser is implementing a code of ethics. The most involved part of the code is the extensive reporting requirement on securities activities to the chief compliance officer. Rule 204A-1 under … Read more »
Code of Ethics for an Investment Adviser
With the upcoming requirement that advisers to many private investment funds must register with the SEC, I figured it was time to look at some of the requirements that registration will impose. Section 204A of the Investment Advisers Act requires registered investment advisers to “establish, maintain, and enforce written policies and procedures reasonably designed, taking … Read more »
It Will be up to the SEC to Define Venture Capital
With the financial reform bill set to eliminate the 15 client rule exemption for registration under the Investment Advisers Act, the only remaining exemption for fund companies with over $150 million in assets under management will be for venture capital. The Congressional conference decided to not include the Senate’s exemption for private equity. The bill … Read more »