Doug Cornelius on compliance for private equity real estate
The SEC’s Office of Compliance Inspections and Examinations issued a Risk Alert describing failures by investment advisers to comply with regulatory requirements when engaging in principal and agency-cross transactions. OCIE found that many advisers did not even recognize that they were engaging in (1) a principal transaction by buying or selling to a client or (2) … Read more »
“The compliance associate had no trading experience and no formal training to conduct the review required by the rule, such as training related to the analysis of financial statements and other information.” Rule 15c2-11 of the Exchange Act requires broker-dealers to obtain, review and maintain information about the issuer before initiating or resuming the publication … Read more »
United States Senators Elizabeth Warren (D-Mass.), Tammy Baldwin (D-Wisc.), and Sherrod Brown (D-Ohio), Ranking Member of the Senate Banking Committee, along with Representatives Mark Pocan (D-Wisc.), and Pramila Jayapal (D-Wash.) unveiled the Stop Wall Street Looting Act last week. I don’t think there is any chance it will become law. But it will create talking … Read more »
The Securities and Exchange Commission published its Reg Flex Agenda for the Spring of 2019. This gives us some insight to what regulatory changes are in the works. Three items caught my eye as likely to apply to private funds. Harmonization of Exempt Offerings. Chairman Clayton had previously noted that the regulations around exempt offerings … Read more »
Isaac Asimov’s Three Laws of Robotics, designed to prevent robots from harming humans: A robot may not injure a human being or, through inaction, allow a human being to come to harm. A robot must obey the orders given it by human beings except where such orders would conflict with the First Law. A robot … Read more »
The Justice Department released a refreshed set of guidelines on how prosecutors should evaluate corporate compliance programs. The Principles of Federal Prosecution of Business Organizations in the United States Attorney’s Manual describe factors that prosecutors should consider in conducting an investigation of a corporate entity, determining whether to bring charges, and negotiating plea or other … Read more »
It is generally bad to have one client trade with another client. Rule 206(3)-2 imposes some very specific requirements and leaves you with a final twist: This rule shall not be construed as relieving in any way the investment adviser or another person relying on this rule from acting in the best interests of the … Read more »
These are some of the compliance-related stories that recently caught my attention. Listing Gaps, Merger Waves, and the Privatization of U.S. Equity Finance by Gabriele Lattanzio, William L. Megginson and Ali Sanati in The CLS Blue Sky Blog The number of U.S. listed companies declined by almost half between 1996 and 2012, from 8,090 to 4,102, … Read more »
The Economic Growth, Regulatory Relief, and Consumer Protection Act, enacted on May 24, 2018, amended the Bank Holding Company Act by modifying the definition of “banking entity” to exclude certain small banks from the Volcker Rule’s restrictions and permitting a banking entity to share a name with a hedge fund or private equity fund that … Read more »
As a New England Patriots Fan from the 1970s, it’s hard to imagine the current success of the franchise. The stadium was one of the worst in the NFL. Home games were rarely televised because the games didn’t sell out. When the Patriots finally made it to the Super Bowl they lost in the most … Read more »