The United States Corporate Transparency Act (the “CTA”) was passed by the United States Congress in early 2023 to improve financial transparency and increase the effectiveness of anti-money laundering efforts. However, the CTA will also impose several obligations on millions of entities (each, a “Reporting Company”), including private fund advisers and the private funds they advise (subject to certain exceptions as outlined below) to continuously …
The New Change in ERISA’s “Fiduciary” Definition and its Effect on Private Fund Managers
Broadened Scope of ERISA Fiduciary Rules After several years of debate and revision, a Department of Labor (DOL) regulation, revising the definition of a “fiduciary” as it applied to investment managers, became applicable on June 9, 2017. The new regulation expands the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code of 1986, as amended, to …
SEC Issues Notice of Intent to Raise Net Worth Threshold for Qualified Clients
By William Kelly and Simon Riveles On May 24, 2016, the Securities and Exchange Commission (“SEC”) published a notice of its intent to issue an order increasing the net worth threshold for “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisers Act generally prohibits SEC-registered investment advisers from charging any client a performance-based …
FinCEN Proposes Long-Expected AML Rule for Investment Advisers
By William Kelly On August 25th, the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) proposed a new rule applicable to investment advisers. At its core, the proposal seeks to extend anti-money laundering (“AML”) obligations imposed under the Bank Secrecy Act (“BSA”) to registered investment advisers. This proposal comes as little surprise, as the Treasury Department has long contemplated the extension of AML regulations to investments …
SEC Sees Deficiencies in “Custody Rule”: Warns Clients to be Vigilant.
The Securities and Exchange Commission (the “Commission”) recently issued an Investor Bulletin with guidelines on compliance with its “custody rule” for investment advisers. While the rule is designed to enhance safeguards over client assets, clients still need to be aware of the specific steps taken by their advisers to comply with the rule. Custody relates to the holding of client funds or securities, directly or …
Your Investment Adviser on Facebook: SEC Issues Release on Advisers and Social Media
On January 4, 2012 the SEC’s Office of Compliance Inspections and Examinations released an Alert regarding the use of social media by registered investment advisers and the policies and procedures they have in place in connection with social media (such as Facebook, Twitter and blogs). In reviewing compliance programs the SEC encouraged advisers to consider the following factors in respect to the standards for investment …