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Entries tagged “securities general”

Alert to Broker-Dealers and Hedge Funds: SEC Charges Broker-Dealer with Naked Short-Selling Violations

im-report Alert to Broker-Dealers and Hedge Funds: SEC Charges Broker-Dealer with Naked Short-Selling Violations Debbie A. Klis · May 28, 2021

On May 19, 2021, the Securities and Exchange Commission (“SEC”) charged a broker-dealer, BTIG, LLC (“BTIG”), with repeatedly violating the (i) order-marking and (ii) locate provisions of Regulation SHO, in connection with more than 90 sale orders from a single hedge fund customer. Regulation SHO regulates short sales of securities and is aimed, in large…

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New York’s Legislative Solution for LIBOR Adopted

im-report New York’s Legislative Solution for LIBOR Adopted Debbie A. Klis · April 8, 2021

The New York State Legislature passed a statutory solution to reduce the risks associated with the transition away from USD LIBOR.  New York Senate Bill 297B/Assembly Bill 164B (the “NY Bill”), proposed by the Alternative Reference Rates Committee (“ARRC”) and sponsored by New York Senator Kevin Thomas, was designed to solve transition issues for legacy…

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New Regulation Crowdfunding Rules Come into Effect

im-report New Regulation Crowdfunding Rules Come into Effect Niccolo Barber · March 17, 2021

In 2012, the Jumpstart Our Business Startups (“JOBS”) Act introduced Regulation Crowdfunding (“Reg CF”) to the regulatory framework governing exempt offerings, enabling eligible companies to offer and sell securities through crowdfunding.  The JOBS Act was created to ease securities regulations and to encourage the private funding of U.S. small businesses by reducing costs associated with…

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SEC Announces Enforcement Task Force Focused on Climate and ESG Issues

im-report SEC Announces Enforcement Task Force Focused on Climate and ESG Issues Debbie A. Klis · March 10, 2021

On March 4, 2021, the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement to led by Kelly L. Gibson, the Acting Deputy Director of Enforcement (the “Task Force“)  The Task Force’s purpose is to better police the market, pursue misconduct, and protect investors, according to Kelly L.…

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New IBOR Fallbacks Take Effect for Derivatives

im-report New IBOR Fallbacks Take Effect for Derivatives Debbie A. Klis · March 1, 2021

New fallbacks for derivatives linked to key interbank offered rates (IBORs) have come into effect ensuring a viable safety net is in place in the event an IBOR becomes permanently unavailable while firms continue to have exposure to that rate. The fallbacks, published by the International Swaps and Derivatives Association, Inc. (ISDA), will be incorporated…

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Taxation of Carried Interests is Reignited by Recent Congressional Bill

im-report Taxation of Carried Interests is Reignited by Recent Congressional Bill Debbie A. Klis · February 17, 2021

Representatives Bill Pascrell (D-NJ), Andy Levin (D-MI) and Katie Porter (D-CA) released H.R. 1068[1] on February 16, 2021, known as the “Carried Interest Fairness Act” (the “Act”).  The Carried Interest Fairness Act would tax carried interest compensation at ordinary income tax rates and treating it as wage income subject to employment taxes.  Capital gains taxation…

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SEC FINALIZES AMENDMENTS TO ADVISER ADVERTISING RULES

im-report SEC FINALIZES AMENDMENTS TO ADVISER ADVERTISING RULES Niccolo Barber · January 24, 2021

On December 22, 2020, the SEC amended the Investment Advisers Act of 1940, as amended, with respect to advertisements and payments to solicitors by investment advisers.[1] The amendments create a single rule (the “Rule”) that supplants the existing advertising and cash solicitation rules, marking the first time in more than 40 years that the SEC…

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2020 in the Rear-View Mirror:  Key Takeaways Applicable to Private Investment Funds and Private Offerings

im-report 2020 in the Rear-View Mirror:  Key Takeaways Applicable to Private Investment Funds and Private Offerings 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…

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EB-5 Regional Center Program Extended Through June 30, 2021

im-report EB-5 Regional Center Program Extended Through June 30, 2021 Debbie A. Klis · December 22, 2020

The EB-5 Regional Center Program will be extended through June 30, 2021 as part of the Consolidated Appropriations Act, 2021. This legislation does not address the EB-5 per-country-caps limit or other major reform issues that had been raised just a short time ago in Congress but separates EB-5 Regional Center Program reauthorization from future federal…

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SEC Charges Public Company for Misleading COVID-19 Disclosures

im-report SEC Charges Public Company for Misleading COVID-19 Disclosures 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:…

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