06/13/2012 - SEC Announces Examination Strategy for Newly-Registered Investment Advisers
In recent public speeches and correspondence, senior officials at the Securities and Exchange Commission (the “SEC”) have provided details regarding an examination strategy that will be applied to newly-registered investment advisers.

11/15/2011 - SEC and CFTC Jointly Adopt Form PF
The Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”) recently adopted new rules (the “Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), and the Commodity Exchange Act (the “CEA”) that will require registered investment advisers with at least $150 million in private fund assets under management to file Form PF with the SEC.

09/01/2011 - Adjustments to Qualified Client Standard
Pursuant to an order recently issued by the Securities and Exchange Commission (the “SEC”), the dollar amount thresholds in the definition of “qualified client” under Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), are set to increase effective as of September 19, 2011.

07/21/2011 - SEC Adopts Exemptions from Investment Adviser Registration
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules implementing new exemptions from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

07/14/2011 - SEC Adopts Final Rules Implementing Amendments to the Advisers Act
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

07/07/2011 - SEC Adopts Definition of Family Office
On June 22, 2011, the Securities and Exchange Commission (“SEC”) adopted a final rule defining “family offices” that will be excluded from the definition of “investment adviser” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and thus exempt from registration.

06/23/2011 - SEC Extends Investment Adviser Registration Deadline and Adopts Final Rules
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that are designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

06/20/2011 - SEC Proposes Adjustments to Qualified Client Standard
On May 10, 2011, the Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 205-3 under the Investment Advisers Act of 1940.

06/15/2011 - Attracting New Managers: Hedge funds find hospitable home in Texas
More and more hedge funds are based in Texas, particularly in Dallas/Fort Worth. The proliferation of hedge funds in Texas has less to do with the historical wildcatting spirit of the State and more to do with other factors that have led many fund managers to realize that the establishment of a Texas office is a smart business decision. In particular, the very favourable tax environment in Texas includes comparatively low effective state taxes on the income of fund managers due to the complete absence of any state income tax on individuals.

04/12/2011 - SEC to Consider Extension of Registration Deadlines Applicable to Investment Advisers
In a letter dated April 8, 2011, to the President of the North American Securities Administrators Association (“NASAA”), Robert Plaze, Associate Director of the Division of Investment Management of the Securities and Exchange Commission (the “SEC”), stated that the SEC is expecting to adopt final rules implementing various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) applicable to investment advisers by July 21, 2011.

02/24/2011 - SEC Proposes Private Fund Systemic Risk Reporting on New Form PF
On January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)-1 (the “Proposed Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

02/02/2011 - New FINRA Rule 5131 to Address Abuses in the Allocation and Distribution of IPOs
On November 29, 2010, the Financial Industry Regulatory Authority, Inc. (“FINRA”) announced that FINRA Rule 5131 will take effect on May 27, 2011. FINRA Rule 5131 is intended to sustain public confidence in the initial public offering (“IPO”) process by regulating the allocation, pricing and trading of IPOs of equity securities (“New Issues”).

01/27/2011 - Exemptions From Investment Adviser Registration: The SEC’s Proposed New Rules
Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration.

12/28/2010 - SEC Proposes New Disclosure and Reporting Requirements for Investment Advisers
On November 19, 2010, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and Form ADV under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various amendments to the Advisers Act contained as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

11/05/2010 - Is Our Corporation Complying With All the New Laws and Regulations?
Following the Great Depression, the United States adopted various pieces of landmark legislation that redefined our nation’s legal landscape and the rules by which corporations conducted business. These laws, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, imposed a new culture of legal compliance that Congress hoped would help the country avoid similar economic disasters in future years.

10/21/2010 - SEC Proposes Definition of “Family Office”
As part of the ongoing rulemaking initiatives contemplated by the Dodd-Frank Act, the Securities and Exchange Commission recently released a proposed rule defining “family offices” for purposes of an exemption from registration under the Investment Advisers Act of 1940.

08/04/2010 - The Impact of Dodd-Frank on Public Companies
Haynes and Boone has prepared a summary of significant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that may have consequences for public companies and their officers and directors, as well as related entities, along with commentary on those provisions.

07/23/2010 - Significant New Registration, Reporting and Regulatory Requirements Imposed on Advisers to Private Funds
On July 21, 2010, President Obama officially signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which represents the most sweeping regulatory overhaul of the financial markets since the Great Depression. This alert addresses Title IV of the Act, codified as the Private Fund Investment Advisers Registration Act of 2010 (the “Registration Act”).

07/02/2010 - SEC Adopts Pay-to-Play Rules
On June 30, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted Rule 206(4)-5 (the “Pay-to-Play Rule”) under the Investment Advisers Act of 1940, as amended (the “Act”).

01/13/2010 - SEC Adopts Amendments to Custody Rule
On December 30, 2009, the Securities and Exchange Commission (the “SEC”) formally published amendments to Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Custody Rule”). The Custody Rule is designed to increase protections for clients and investors who turn their assets over to an investment adviser registered with the SEC, and it imposes significant new regulatory requirements on advisers with custody of client assets.

09/09/2009 - Weathering the Storm: Guidelines Issued for Private Equity Investors Acquiring Failed Banks or Thrifts
The interest from the private equity community in filling the growing capital gaps that exist in the balance sheets of U.S. banks has spurred the FDIC Board to adopt a Final Statement of Policy on Qualifications for Failed Bank Acquisitions (the “Policy Statement”). The Policy Statement, published on September 2, 2009, provides private equity investors with guidelines for acquiring failed banks or thrifts.

06/26/2009 - FURTHER UPDATE: IRS Extends FBAR Filing Deadline in Limited Circumstances
We recently alerted clients to the looming FBAR filing deadline of June 30, 2009. The IRS has now provided a limited extension of the deadline until September 23, 2009 FOR SOME—BUT NOT ALL—TAXPAYERS. 

06/24/2009 - Foreign Account Holders and Persons with Authority over Foreign Accounts – BEWARE! The June 30th U.S. Filing Deadline May Apply to You
Pursuant to the Bank Secrecy Act, certain U.S. persons are required to disclose information related to foreign financial accounts in which or over which they maintain an interest or some level of control. This information is disclosed by filing Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. (This Treasury Department form is commonly referred to as an “FBAR”). The FBAR, which reports a taxpayer’s foreign financial accounts held or controlled during the 2008 calendar year, must be filed by June 30, 2009 (no extension is available) with the U.S. Department of Treasury. The purpose of this Alert is to provide a summary of the scope of an FBAR (including the recent revisions to this form) to assist our clients in complying with the stringent reporting requirements and avoid the onerous penalties relating to the failure to timely file this form.

04/06/2009 - Public-Private Investment Program
On March 23, 2009 the Treasury Department, in conjunction with the Federal Deposit Insurance Corporation (“FDIC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), announced the creation of the Public-Private Investment Program (“PPIP”), which is designed to provide public support to catalyze the purchase and sale of legacy assets through Public-Private Investment Funds (“PPIF”).

02/27/2009 - Guidance and Relief for Deferred Compensation Arrangements of Certain Foreign Corporations and Partnerships
The Internal Revenue Service has issued interim guidance on deferred compensation paid to U.S. taxpayers by certain foreign corporations and partnerships considered to be “tax-indifferent entities.” To read more about Internal Revenue Code (“Code”) Section 457A click here.

02/04/2009 - Electronic Filing of Form D
Beginning on March 16, 2009, any investment fund that conducts a securities offering without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided in Regulation D, will be required to electronically file a Form D notice with the Securities and Exchange Commission (the “SEC”) and applicable states.

02/03/2009 - Legislation Requiring Investment Fund Registration Introduced in the U.S. Senate
On January 29, 2009, Senators Chuck Grassley (R-Iowa) and Carl Levin (D-Michigan) introduced the Hedge Fund Transparency Act of 2009 (the “Act”) in the United States Senate with the stated purpose of imposing more extensive regulatory oversight of hedge funds. However, the bill is not limited to hedge funds; it generally would apply to, and dramatically impact, all private funds (including private equity and venture capital funds) that rely on an exemption from registration under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”).¹

12/06/2007 - Duty of Directors in Preventing Corporate Wrongdoing
Today, corporate directors are well advised to take a hands-on approach in the development, implementation and maintenance of effective internal systems for detecting and deterring illegal and unethical corporate conduct. After all, boards of directors are increasingly facing private lawsuits whenever their company engages in corporate wrongdoing (e.g., issuing false financial statements, violating the Foreign Corrupt Practices Act or backdating stock options).

10/01/2007 - Making Board Minutes Count
Reprinted from Directors Monthly with permission of the publisher.

02/19/2007 - SEC PROPOSES NEW RULES

07/28/2004 - SEC Proposes Rule Requiring Registration of More Hedge Fund Managers