With Dodd-Frank 's elimination of the 15
client exemption , thousands ( my guess ) of private fund managers will
need to register with the Securities and Exchange Commission as investment advisers to their funds . For alternative
There is a reason that when class action settlements are
announced, they are described as preliminary and subject to final approval -
sometimes the settlements fall apart before the case is finally put to rest.
That appears be what has happened with...
The ABACUS deal has become the one that just will not go
away for Goldman Sachs. First, the deal became the predicate for an SEC
enforcement action against the pillar of Wall Street and one of its employees,
Fabrice Tourre. That high profile case resolved...
It looks like Ernst & Young
finally booked a winner.
Ernst & Young, the global accounting firm, hosted a
fund-raising breakfast late last month for Representative Dave Camp that drew
so many donors the firm's lobbyists had to pull extra...
I am certain that any business owner looking to raise
capital by issuing equity securities to investors wants to have a good idea of
what terms/privileges would the investors be looking for in exchange for
investing in the company. How can a business...
The SEC approved new rules proposed by the exchanges and FINRA
to ensure that market makers make real, meaningful quotes . In September the
SEC proposed rules governing short term borrowings to address what many call
"window dressing." The...
All too often, the securities class action litigation
process seems like a complicated and costly mechanism for transferring large
amounts of money to the lawyers involved but only small amounts to the
aggrieved investors, all at the expense of the...
The Chief Compliance Officer should be a model for
employee conduct. I don't thing there is any better way to lead and educate
than to set an example.
Not all Chief Compliance Officers succeed in this role
and some get subject to discipline...
Although nearly everyone - including the five SEC
commissioners - agrees that corporate whistleblowers are the best source for
detecting corporate fraud, there is trepidation about the proposed
whistleblower bounty program under the Dodd-Frank Act...
In what the FCPA Blog termed a day of making history "for the most
companies to simultaneously settle FCPA-related violations, [the] Global
logistics firm Panalpina and five of its oil-and-gas services customers
resolved charges with the DOJ and...
by Sutherland's Derivatives and Structured Products Team
Section 1a(47)(E) of the Commodity Exchange Act (CEA), as
amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act
(Dodd-Frank), empowers the Secretary of the Treasury (Treasury...
This post is not written for the business owners, but
rather for the consultants who connect companies that are looking to raise
capital with potential investors, whether angels or VCs. I was recently
reviewing the broker-dealer definitions in the...
Although the world of electoral politics may seem distant
from the directors' and officers' liability arena, there was one development in
Tuesday's elections that potentially could affect the D&O claims
environment, and it happened...
The Association of Certified Fraud Examiners is urging
organizations worldwide to participate in International Fraud Awareness Week , November 7-13, 2010 to
help cast a spotlight on the problems arising from fraud.
This weeklong campaign encourages...
On November 3, 2010, in Airgas, Inc. v. Air Products and
Chemicals Inc., No. 649,2010, the Delaware Supreme Court held oral argument
in the expedited appeal by Airgas of the Court of Chancery's October 8, 2010
decision. (A summary of that Chancery...
Today, in what the FCPA Blog called "making FCPA history", the Department of
Justice (DOJ) and the Securities and Exchange Commission (SEC) announced the
agreement by the Global logistics firm Panalpina and the energy companies
Our community has spoken:
the LexisNexis Top Business Law Blog of 2010, with 36% of the vote, is.....
the long-standing tradition of The Corporate Counsel and The
Corporate Executive , TheCorporateCounsel...
Last term, the Supreme Court concluded that an order
requiring the production of privileged materials cannot typically be appealed
as a final judgment under the rule of Cohen v. Beneficial Indus. Loan Corp. ,
337 U.S. 541 (1949) [ enhanced version...
Previously, I went through the analysis that a fund manager is considered an investment adviser . But left
open the question of "what is a security?" That's a key question for fund
managers with alternative investments, like real estate...
It looks like public company directors don't have to just
heed my warning [See Oct. 20 blog post .]about addressing the possible fallout from the
current foreclosure crisis. By now their management teams should have told them
the SEC is gently...
In a resolution of one of the longest running
subprime-related securities class action lawsuits, the parties to the Toll
Brothers subprime securities suit have agreed to settle the case for $25
million. The parties' stipulation of settlement filed...
The SEC has released the text of its proposed new rules
for implementing the whistleblower provisions of Section 21F of the Securities
Exchange Act of 1934: Release
No. 34-63237 .
In fashioning these proposed rules, the Commission has
Among the many innovations introduced in the massive Dodd-Frank Wall Street Reform and Consumer Protection Act
enacted this past July are the new whistleblower provisions, designed to
encourage employees and others to report securities law violations...
Yes, for private investment funds, the general partner is
generally considered an investment adviser under the Investment Adviser Act.
Let's start with the definition of an investment adviser
from the Investment Advisers Act:
In a Whitepaper entitled " Restoring Balance-Proposed
Amendments to the Foreign Corrupt Practices Act ", authors Andrew
Wiessmann and Alixandra Smith, writing on behalf of the US Chamber
Institute for Legal Reform who recently proposed amending...