May 4, 2022

SEC Division of Examinations Issues Risk Alert on Investment Adviser MNPI Compliance Deficiencies

On April 26, 2022, the staff of the SEC’s Division of Examinations (Staff) issued a Risk Alert (Alert) regarding deficiencies observed related to Section 204A of the Investment Advisers Act of 1940 (Advisers Act) and Rule 204A-1 (Code of Ethics Rule) thereunder. Section 204A of the…

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April 7, 2022

SEC Announces 2022 Examination Priorities

On March 30, 2022, the SEC’s Division of Examinations (Division) announced its 2022 examination priorities (Examination Priorities). The Division will focus on private funds, environmental, social, and governance (ESG) investing, standards of conduct issues for broker-dealers and registered investment advisers (RIAs), information security and operational resiliency, emerging technologies,…

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February 25, 2022

U.S. District Court Rules That “Control Share Acquisition” Provision of Closed-End Fund Bylaws Violates the Investment Company Act of 1940

A judge for the U.S. District Court for the Southern District of New York ruled that certain closed-end funds (funds) and their trustees violated the Investment Company Act of 1940 (1940 Act) by approving a change to fund bylaws that impaired the voting rights of the plaintiff shareholder.

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February 23, 2022

SEC Charges Founder of Registered Investment Adviser with Fraud

On February 17, 2022, the SEC charged the founder and former CIO (Founder) of a registered investment adviser (Firm) in connection with a scheme to artificially inflate the asset values and performance results of a mutual fund and a hedge fund that the Firm advised (Funds), in violation…

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February 17, 2022

SEC Proposes Amendments to Modernize Rules Governing Beneficial Ownership Reporting

On February 10, 2022, the SEC approved a proposal that would amend Regulation 13D-G to modernize beneficial ownership reporting (Proposal) in light of advances in technology and developments in the financial markets.  Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act), along with certain…

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February 11, 2022

SEC Proposes Rules and Amendments to Enhance Cybersecurity Preparedness of Investment Advisers and Investment Companies

On February 9, 2022, the SEC approved a notice of proposed rulemaking (Proposal) that would establish new rules governing cybersecurity risk management. In particular, the Proposal would: require advisers and funds to adopt and implement written policies and procedures that are reasonably designed to address cybersecurity risks; require…

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February 1, 2022

SEC Chair Gary Gensler Highlights Opportunities to Strengthen Cybersecurity Practices of Investment Companies and Advisers in Speech

In a recent speech at the Northwestern Pritzker School of Law’s Annual Securities Regulation Institute, SEC Chair Gary Gensler focused on cybersecurity policy at the SEC, including certain potential reforms to rules governing the cybersecurity practices of registered investment companies and advisers. For investment companies, investment…

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January 12, 2022

Broker-Dealer Fined for Electronic Communication and Recordkeeping Failures

On December 17, 2021, the SEC settled charges against a registered broker-dealer (Broker-Dealer) for certain recordkeeping failures in violation of Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder; and for failures to reasonably supervise its employees with a view to preventing or detecting certain of…

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December 17, 2021

SEC Proposes Amendments to Rule 10b5-1 and Enhanced Disclosures Relating to Rule 10b5-1 Trading Plans in Issuer Reports and Certain Section 16 Reporting Forms

On December 15, 2021, the SEC proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, relating to insider trading arrangements. The SEC indicated that the proposed amendments aim to address critical gaps in the SEC’s insider trading regime and to help shareholders understand when and…

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November 23, 2021

SEC Proposes Rule to Increase Transparency for Securities Lending Transactions

On November 18, 2021, the SEC published proposed Exchange Act Rule 10c-1 (Rule), which would require any person that loans a security (including investment companies, banks, insurance companies and pension funds) on behalf of itself or another person to report the material terms of those securities lending transactions…

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