Securities Laws and Regulation

The SEC’s recently-adopted changes to Form ADV and Rule 204-2 of the Investment Advisers Act of 1940, as amended (the so-called “books and records rule”), raise important considerations for many private fund advisers – particularly those that also advise separately managed accounts or that manage multiple funds through affiliated entities.

In particular, the amendments will:

Earlier this month, the Securities and Exchange Commission approved amendments to, among other things, revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The amendments, include establishing:

  • a higher threshold of (1) a minimum of

The recently enacted Fixing America’s Surface Transportation Act (the “Fast Act”) creates a new exemption from the registration requirements of the Securities Act of 1933, for resales of restricted securities, charges the Securities and Exchange Commission (the “SEC”) to study and simplify specified securities laws and amends certain regulations to facilitate capital-raising by emerging growth

The Securities and Exchange Commission adopted final rules permitting companies to offer and sell securities through internet crowdfunding to all types of investors, whether or not accredited, and regardless of the investor’s net worth, income or sophistication. Regulation Crowdfunding sets forth rules governing the offer and sale of securities under new Section 4(a)(6) of the

On December 19, 2014, the North American Securities Administrators Association, Inc. (NASAA) launched its Electronic Filing Depository (EFD) for use in connection with state Form D filings required in Regulation D offerings under Rule 506 of the Securities Act of 1933, as amended.   The EFD is a multi-state electronic filing system that allows issuers to