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Articles by Stephen Meli
SEC Intensifies Scrutiny Of Chief Compliance Officers
FL Foley & Lardner More Foley & Lardner LLP looks beyond the law to focus on the constantly evolving demands facing our clients and their industries. With over 1,100 lawyers in 24 offices across the United States, Mexico, Europe and Asia, Foley approaches client service by first understanding our clients’ priorities, objectives and challenges.
SEC Intensifies Scrutiny of Chief Compliance Officers | JD Supra
Two recent SEC enforcement actions serve as a sharp reminder that Chief Compliance Officers (CCOs) can face personal liability for what they do – or fail to do – in the course of regulatory examinations for registered investment advisers (RIAs). In each case, the Commission focused not on systemic firm-wide compliance failures, but rather on individual acts by the CCO of two separate RIAs to cover up prior administrative errors and omissions when producing documents to SEC examination staff.
Updated SEC Marketing Rule FAQ: Clarification Regarding Presentation Of Net Extracted Performance
On March 19, 2025, the Securities and Exchange Commission (SEC) staff issued an update to its frequently asked questions (FAQ)1 guidance with respect to registered investment advisers' compliance with Rule 206(4)-1 (Marketing Rule) under the Investment Advisers Act of 1940 (Advisers Act).
Updated SEC Marketing Rule FAQ: Clarification Regarding Presentation of Net Extracted Performance | JD Supra
On March 19, 2025, the Securities and Exchange Commission (SEC) staff issued an update to its frequently asked questions (FAQ)[1] guidance with respect to registered investment advisers’ compliance with Rule 206(4)-1 (Marketing Rule) under the Investment Advisers Act of 1940 (Advisers Act).
Fifth Circuit Rules SEC Exceeded Its Authority In Adopting Private Fund Advisers Rule
On June 5, 2024, a three-judge panel in the U.S. Fifth Circuit Court of Appeals ruled that the Securities and Exchange Commission exceeded its statutory authority in adopting the so-called "Private Fund Advisers Rule" (or the Rule) and, accordingly, vacated the Rule in full.1 The Court's interpretation of the SEC's rule-making authority over private fund sponsors under Section 206(4) and 211(h) of the Investment Advisers Act of 1940 (the Advisers Act) and the Dodd-Frank Wall Street and...
Fifth Circuit Rules SEC Exceeded Its Authority in Adopting Private Fund Advisers Rule
On June 5, 2024, a three-judge panel in the U.S. Fifth Circuit Court of Appeals ruled that the Securities and Exchange Commission exceeded its statutory authority in adopting the so-called “Private Fund Advisers Rule” (or the Rule) and, accordingly, vacated the Rule in full.[1] The Court’s interpretation of the SEC’s rule-making authority over private fund sponsors under Section 206(4) and 211(h) of the Investment Advisers Act of 1940 (the Advisers Act) and the Dodd-Frank Wall Street and...
New SEC Marketing Rule FAQ: IRR Calculations When Using Subscription Lines
On February 6, 2024, Securities and Exchange Commission (SEC) staff issued frequently asked question (FAQ)1 guidance with respect to registered investment advisers' obligations under Rule 206(4)-1 (Marketing Rule) of the Investment Advisers Act of 1940 (Advisers Act). The FAQ describes, among other things, how gross and net internal rates of return (IRRs) should be presented under the Marketing Rule when a fund uses subscription lines and other borrowing arrangements.
The Corporate Transparency Act: What Investment Advisers To Private Investment Funds Need To Know - Securities - United States
The Financial Crimes Enforcement Network's final regulations implementing the Corporate Transparency Act (CTA) took effect on January 1, 2024. These regulations are intended to help prevent and combat money laundering, terrorist financing, and other illicit activity by requiring certain companies to file beneficial ownership (BOI) reports with FinCEN using FinCEN's online reporting portal.
The Corporate Transparency Act: What Investment Advisers to Private Investment Funds Need to Know
The Financial Crimes Enforcement Network’s final regulations implementing the Corporate Transparency Act (CTA) took effect on January 1, 2024. These regulations are intended to help prevent and combat money laundering, terrorist financing, and other illicit activity by requiring certain companies to file beneficial ownership (BOI) reports with FinCEN using FinCEN’s online reporting portal.
SEC Adopts New Private Funds Rules: Key Takeaways For Private Fund Advisers And Investors - Wealth & Asset Management - United States
During an open meeting on Wednesday, August 23, 2023, the U.S. Securities and Exchange Commission (the "SEC" or the "Commission") voted 3-2 along party lines to adopt new rules1 (collectively referred to as the "Private Funds Rules" or the "Rules") proposed under the Investment Advisers Act of 1940 (the "Advisers Act").
SEC Announces 2023 Annual Examination Priorities: Some Takeaways for Private Fund Managers | JD Supra
The Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) announced its 2023 examination priorities (the “Examination Priorities”) on February 7, 2023.1 This annual publication is highly anticipated by private fund managers as it provides an insight into the mindset of the industry’s primary regulator on such a key aspect of its oversight as the main focus areas for its examination program.
SEC Announces 2023 Annual Examination Priorities: Some Takeaways for Private Fund Managers
The Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) announced its 2023 examination priorities (the “Examination Priorities”) on February 7, 2023.1 This annual publication is highly anticipated by private fund managers as it provides an insight into the mindset of the industry’s primary regulator on such a key aspect of its oversight as the main focus areas for its examination program.
The Game Is In The Name Of The Game−and The Name Of The Game Is ESG: SEC Proposes New Fund Rules To Further Combat
Continuing its focus on ESG practices within the fund industry, the Securities and Exchange Commission released proposed rules on May 25, 2022, that are intended to allow investors to readily discern whether a fund is focused on an ESG strategy and, if so focused, what the fund's goals are and how it is progressing toward such goals.
Form PF Changes Ahead – The SEC Keeps Its Focus On Private Fund Advisers - Corporate/Commercial Law - United States
United States: Form PF Changes Ahead – The SEC Keeps Its Focus On Private Fund Advisers 09 February 2022 by Stephen M. Meli , Leslie A. Pinney , Kevin C. McNiff and John Fahey Foley & Lardner Your LinkedIn Connections with the authors To print this article, all you need is to be registered or login on Mondaq.com. On January 26, 2022, the Securities and Exchange Commission ("SEC") voted 3-1 to propose amendments to Form PF1.
Form PF Changes Ahead – the SEC Keeps Its Focus on Private Fund Advisers
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Form PF Changes Ahead – the SEC Keeps Its Focus on Private Fund Advisers | JD Supra
On January 26, 2022, the Securities and Exchange Commission (“SEC”) voted 3-1 to propose amendments to Form PF1. The Form PF, which was initially adopted in 2011 and became effective on June 15, 2012, is a confidential report which certain SEC-registered private fund advisers must file with the Financial Stability Oversight Council (“FSOC”).
Foley Governance and Regulatory Alert: Determining Existence of Material Non-Public Information | JD Supra
On October 15, 2020, the Securities and Exchange Commission (“Commission” or “SEC”) announced settled charges against Andeavor LLC for internal accounting controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018.
Foley Governance and Regulatory Alert: Dangers of Chief Compliance Officer Backdating Documents | JD Supra
The Securities and Exchange Commission (“Commission” or “SEC”) recently instituted settled administrative and cease-and-desist proceedings against a chief compliance officer of a registered investment adviser for record retention and record provision violations.1 It is not often that the Commission directly charges a chief compliance officer (“CCO”). Accordingly, this action provides valuable insights to other CCOs on how to discharge their compliance duties.
SEC Finds Collective Investment Trust to Violate 1940 Act | JD Supra
A September 30, 2020 enforcement action brought by the SEC pivoted on a failure to effectively exercise “substantial investment authority”. Day to day investment advisory services were provided by an affiliated RIA of the trust company. Despite periodic portfolio review meetings, the Trust Company was not effective in correcting the RIA’s non-compliant trades, which in turn, both occasioned losses and laid bare the Trust Company’s ineffective exercise of its investment authority.
Foley Governance and Regulatory Alert: SEC Adopts New Rule for Fund of Funds Arrangements | JD Supra
On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) adopted a new rule, Rule 12d1-4, and related amendments designed to permit a registered investment company or business development company or “BDC” to acquire the securities of any other registered investment company or BDC in excess of the limits in section 12(d)(1) of the Investment Company Act of 1940.
Foley Governance and Regulatory Alert: SEC Proposes Conditional Exemption for Finders Assisting Small Businesses with Capital Raising | JD Supra
On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) voted to propose a new limited, conditional exemption from the broker registration requirements of Section 15(a) of the Securities Exchange Act of 1934 to permit natural persons to engage in certain limited capital raising activities involving accredited investors.
Credit Funds, Done Right, Can Be an Opportunity for Banks | JD Supra
Recent changes to the Volcker Rule, which become effective October 1, 2020, will permit banks and their affiliates (for convenience, “banks”) to sponsor credit funds, whose primary assets are loans and other debt instruments which the bank could hold directly. The recent changes (the “Final Rule”) exempt credit funds from the Volcker Rule’s prohibition on sponsoring a covered fund.
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