The Small Business Capital Access and Job Preservation Act

With the House of Representatives' change in political control, the Republicans are taking some steps to cut back on Dodd-Frank . Earlier this week the House Committee on Financial Services distributed a press release about five potential bills that would revise the financial service legislation...

Massachusetts Is Looking to Dodd-Frank Investment Advisers and Fund Managers

Just to keep you on your toes if you have less than $150 million under management, states are now filling in the gaps left by Dodd-Frank. If you are under that threshold, you lose the ability to register with SEC and now have to look to at being regulated at the state level. Massachusetts used...

Are Real Estate Fund Managers Registered with the SEC?

Last year, I looked a the top 30 real estate private equity fund managers to see which are already registered with the SEC. The 2011 version of the PERE 30 just came out, so I decided to look at the list again. (Disclosure: my company is on the list.) It was mostly re-shuffling, but three new names...

Will Private Equity be Exempted from Registration?

In earlier versions of Dodd-Frank, when it was being formulated in the House committee, there was an exemption for private equity fund managers from registration under the Investment Advisers Act. It also had an exemption for venture capital fund managers. Only the venture capital exemption managed...

Time for the SEC to Extend a Deadline

Dodd-Frank set a July 21 deadline for changes to the Investment Advisers Act in Title IV: The Private Fund Investment Advisers Registration Act . This included the expiration of the private adviser exemption from registration under the Investment Advisers Act, the addition of an new exemption for...

Have You Set Up Your IARD Account?

With the impending deadline for filing Form ADV to register as an investment adviser, you need to jump through some hoops before you can do the filing. First step is visiting the Investment Adviser Registration Depository . Form ADV needs to be filed electronically and this is the electronic mailbox...

SEC to Revise Investment Adviser Rules under the Dodd-Frank Act?

The SEC announced yesterday that it will be holding an open meeting on June 22, 2011, evidently to discuss new proposed changes to the new Advisers Act rules pending under Dodd Frank. For fund managers concerned about becoming subjected to Advisers Act registration once Dodd-Frank becomes effective...

Venture Capital Fund Exemption from Registration under the Advisers Act (Final Dodd-Frank Act Rules)

As contemplated by the Dodd-Frank Act, advisers that only manage venture capital funds will be exempt from the new registration requirements imposed upon private fund advisers under the Investment Advisers Act of 1940 (the " Advisers Act "). We will be covering these rules, which become...

SEC Revamps Investment Adviser Regulatory Scheme as Mandated by the Dodd-Frank Act July 22, 2011

by Cynthia Krus & Michael Koffler I. Introduction In response to the Congressional directives contained in Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act"), the U.S. Securities and Exchange Commission ("SEC" or "Commission"...

State Investment Adviser Registration Requirements for Private Fund Managers Part 1: The Basics

This post is the first in a series discussing the issues private fund managers face with state investment adviser registration requirements and how those requirements interact with federal law. Previously, I have written about the obligations of private fund managers who are exempt from registration...

Securities Holding Companies – Registration Rules Proposed by Federal Reserve

By Dwight Smith This past Friday, the Federal Reserve Board ("FRB") proposed a new Regulation OO for the registration of companies that control registered brokers or dealers as securities holding companies ("SHCs"). Registration would not be required or necessary for companies that...

SEC May Inspect Fund Managers - How to Prepare

Recently, several developments have changed the regulatory landscape. First, beginning March 30, 2012, title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) will eliminate an exemption that many advisers to private funds had used to avoid registration. As a result...

Reporting Requirements for Funds Exempted from Investment Advisers Act Registration

As a result of the new rules under the Investment Advisers Act of 1940, even fund managers that are exempt from registration will need to file annual reports with the SEC. Exempt reporting advisers (" Exempted Advisers "), including fund managers that rely on either the venture capital...

Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 1 – An Overview

This is the first post in a series exploring the recent SEC regulations which define the term "venture capital fund" for the purposes of determining whether a fund's manager is exempt from SEC registration requirements under Dodd-Frank. The Dodd-Frank Act excluded from its registration...

Deciphering the SEC’s New Definition of a “Venture Capital Fund”: Part 2 – The “Holding Out” Requirement

This is the second post in a series exploring recent SEC regulations which define the term "venture capital fund" for the purposes of determining whether a fund's manager is exempt from SEC registration requirements under the Dodd-Frank Act. In my previous post , I provided a general...

Massachusetts Revises Proposed Private Fund Adviser Exemption

From my discussions, many real estate fund managers are still not sure if they are subject to registration under the Investment Advisers Act. The definition of "private fund" can exclude many real estate funds depending on the structure of their investments. I think the result is that you...

Private Fund Managers and SEC Registration

The SEC has provided a no action letter in response to an American Bar Association request on guidance for private fund managers. The ABA requested clarification that a group of funds could use a singe registration where the fund managers are in a control relationship and conduct a single advisory...

Will Private Equity Fund Managers Get a Registration Exemption?

Early versions of Dodd-Frank had an exemption from registration for private equity fund managers, just as there is one for venture capital fund managers. Perhaps there is some hope that the private equity exemption will once again surface? Don't count on it. Although I appreciate the efforts...

The Clock is Ticking for Private Fund Managers

With a registration deadline of March 30, 2012 and a 45 day period for the SEC to review the application , private fund managers need to file their Form ADV by February 14. I know that there are fund managers still on the fence on whether to register or not. The trouble came from Title IV of...