Absolute Activitist Decision Delineates Extraterritorial Reach of U.S. Securities Law

Simon Riveles Hedge Funds, Off-Shore Fund, Uncategorized

In 2010, the Supreme Court addressed whether the securities laws apply extra-territorially to transactions in foreign securities of foreign issuers by foreign investors. In what are known as the “F-Cubed” cases, the court held that the anti-fraud provisions of the Securities and Exchange Act of 1934 did not apply to the foregoing types of transactions but only to “domestic transactions” which it defined to be …

SEC Provides RIAs with SPVs Additional Regulatory Relief

Simon Riveles Dodd-Frank, Hedge Funds, Investment Adviser Registration, SEC, Uncategorized

In a no-action letter dated January 18, 2012, the SEC (“the Commission”) provided additional guidance and relief from registration to certain registered investment advisers (“RIAs”) with special purpose vehicles (“SPVs”). In a 2o05 no-action letter, the Commission had provided exemptive relief from investment adviser registration to SPVs created by RIAs who act as the general partner or managing member to a private fund that the …

Virginia Proposes New IA Registration Exemption for Private Fund Advisers

Simon Riveles Dodd-Frank, Hedge Funds, Private Equity Fund, Private Fund Exemption, SEC, Uncategorized

On February 14, 2012, the Virginia Division of Securities and Retail Franchising (the “Securities Division”) proposed the adoption of a new rule exempting certain managers to certain private funds based on the North American Securities Administrators Association (“NASAA”)  model exemption for investment advisers solely to private funds. The new rule would exempt advisers to private funds excluded from the definition of investment company under Section …

NYC Changes Stance on UBT Attributable to Hedge Fund Managers

Simon Riveles Hedge Funds, Uncategorized, Unincorporated Business Tax

Certain New York City based hedge fund management companies have recently been audited with respect to how they account for certain expenses under the City’s Unincorporated Business Tax (“UBT”). Since a statutory amendment to the UBT law was passed over 15 years ago, hedge fund management companies located in NYC have bifurcated the structure of their operations by creating who advisory entities for the fund.  …

New Small Offering Exemption Proposal Gains Momentum

Simon Riveles General Solicitation, SEC, Uncategorized

Spurred on by calls from the President to jump start small business, Congress has, in the past several months, taken up a various pieces of legislation aimed at facilitating small company financing. One such piece of legislation is H.R. 1070 which, if enacted, would allow small companies to raise up to $50 million in a twelve month period without undergoing the burdensome process of an …

Your Investment Adviser on Facebook: SEC Issues Release on Advisers and Social Media

Simon Riveles Uncategorized

On January 4, 2012 the SEC’s Office of Compliance Inspections and Examinations released an Alert regarding the use of social media by registered investment advisers and the policies and procedures they have in place in connection with social media (such as Facebook, Twitter and blogs). In reviewing compliance programs the SEC encouraged advisers to consider the following factors in respect to the standards for investment …

SEC Clarifies Registration Requirements for Affiliated Advisers

Simon Riveles Hedge Funds, SEC, Uncategorized

On January 18, 2012, the SEC issued ‘no action’ guidance permitting investment advisers to private funds to include certain affiliated advisers in their Form ADV registration. When a manager advises one or more private funds or certain managed accounts through a structure involving multiple entities such structure will be regarded as a “single advisory business” if such affiliated entities are: subject to a uniform compliance …

If You Live There It Doesn’t Count: SEC Adopts New Accredited Net Worth Standard

Simon Riveles Uncategorized

In order to conform to the requirements of Dodd-Frank, the SEC has amended its rules to exclude the value of a person’s primary residence from net worth calculations used to determine whether such individual is an “accredited investor” for purposes of qualifying for certain private offerings under the securities laws. SEC rules permit certain private and limited offerings to be made without registration, and without …

SEC Adopts Large Trader Reporting Rule

Simon Riveles Uncategorized

On July 26, 2011 the SEC adopted new reporting requirements for traders of large volumes of stock in response to the perceived lack of transparency associated with the flash crash of 2010. The rule

SEC Adopts Family Office Definition

Simon Riveles Uncategorized

On June 22, 2011, SEC adopted proposed rules relating to the definition of family offices under the Advisers Act, as set forth in Dodd-Frank. Historically, family offices have not been required to register