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…

On November 30th, LIBOR administrator, ICE Benchmark Administration (“IBA”), announced plans to ease worries surrounding LIBOR cessation with a brief extension to June 30, 2023.  IBA’s intention is to cease publication  (i)  of 1-week and 2-month USD LIBOR at the end of 2021 and (ii) subject to compliance with applicable regulations, including as to representativeness, it…

I.  Introduction In 2017, the UK’s Financial Conduct Authority (“FCA”) announced that it will not require the calculation and publication of interbank offered rates (“IBORS”) beyond 2021.  The absence of a guaranteed IBOR after 2021 has triggered one of the largest and intricate challenges that financial markets have confronted to date.  Trillions of dollars of…

On November 2, 2020, the Securities and Exchange Commission (“SEC”) voted to amend and simplify its rules governing private-offering exemptions under the Securities Act of 1933 (the “Securities Act”) to promote capital formation (the “Amendments”).[1]  The SEC release included discussion of their intent to remain true to the key components of their mission, namely investor…

On October 9, 2020, the International Swaps and Derivatives Association (“ISDA”) announced that it will release the IBOR Fallbacks Supplement to the 2006 ISDA Definitions (“Supplement”) and the ISDA 2020 IBOR Fallbacks Protocol (“Protocol”) on October 23, 2020, which will take effect on January 25, 2021 (the “Effective Date”).  The 2006 ISDA Definitions will include…

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 consideration of environmental, social and governance factors alongside financial factors in the investment decision-making process are increasingly popular ways for investors to evaluate companies and funds in which they may choose to invest.  According to the most recent report from US SIF Foundation, investors held $11.6 trillion in assets chosen according to ESG criteria…

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…

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.…

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…