Entries tagged “compliance”
2020 in the Rear-View Mirror: Key Takeaways Applicable to Private Investment Funds and Private Offerings
im-report Debbie A. Klis · January 8, 2021
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…
SEC Charges Public Company for Misleading COVID-19 Disclosures
im-report Debbie A. Klis · December 5, 2020
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:…
SEC Investment Adviser Risk Alert
im-report Geoffrey Perusse · December 3, 2020
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 provide investment advice…
September 30, 2020’s LIBOR Hardwired Transition Date Has Arrived
im-report Debbie A. Klis · September 30, 2020
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 LIBOR fallback language.…
Public Companies Oppose SEC’s Proposed Changes to Section 13(f) Disclosures
im-report Geoffrey Perusse · September 23, 2020
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…
Increase in Sophistication of Ransomware Attacks on SEC Registrants
im-report Debbie A. Klis · July 12, 2020
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 become more…
SEC Rule Proposal Governing Good Faith Determinations of Fair Value
im-report Debbie A. Klis · May 16, 2020
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…
Rimon’s Stephen Diaz Gavin Argues in DC Circuit Court of Appeals in the United Keetoowah, et al. vs. F.C.C. Case
insights Stephen Díaz Gavin · April 3, 2019
Rimon partner, Stephen Diaz Gavin, argued on behalf of Native American tribes against the federal government in the US Court of Appeals for the DC Circuit. Stephen represented a consortium of Indian Tribes, including the Crow Creek Tribe and the Omaha Tribe of Nebraska, arguing that the court should overturn rules adopted by the Federal Communications Commission…
Observations on the Tax Issues for the Cannabis World After the Harborside Case
insights March 26, 2019
The Tax Court recently issued a decision that may solidify its position on certain issues in the cannabis industry and how these businesses must approach deductions. Click here to read the article. About Melinda: Melinda Fellner focuses her practice on tax matters including federal, state and international tax. Ms. Fellner’s experience includes business structuring, acquisitions and…
Registered Investment Adviser Compliance Update
im-report Mark Diamond · Geoffrey Perusse · Benjamin Douglas · March 15, 2019
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…