Doug Cornelius on compliance for private equity real estate
“When the SEC seeks civil penalties against a defendant for securities fraud, the Seventh Amendment entitles the defendant to a jury trial.” SEC v. Jarkesy The case presented three issues: (1) Whether statutory provisions that empower the Securities and Exchange Commission to initiate and adjudicate administrative enforcement proceedings seeking civil penalties violate the Seventh Amendment….
We consider a challenge to the Final Rule by petitioners National Association of Private Fund Managers, Alternative Investment Management Association, Ltd., American Investment Council, Loan Syndications and Trading Association, Managed Funds Association, and the National Venture Capital Association collectively “Private Fund Managers”). For the following reasons, we VACATE the Final Rule. The central focus is…
In response to a Congressional mandate in Dodd-Frank, the SEC adopted Rule 21F-17 in August 2011, which provides: (a) No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement . . . with respect to…
Last week, the Economic Growth, Regulatory Relief, and Consumer Protection Act became law, providing some revisions to Dodd-Frank and some new regulatory wrinkles. Some of those revisions apply to private funds. Section 203 exempts Banks and Bank Holding Companies with (1) $10 billion or less in total consolidated assets and (2) total trading assets and trading…
Dodd-Frank made the Securities and Exchange Commission create a rule on the disclosure of payments by resource extraction issuers. The SEC finally got the rule out this fall. Now Congress is threatening to abolish the rule. Section 1504 of the Dodd-Frank Act directed the Securities and Exchange Commission to “issue final rules that require each…
Perhaps one day there’ll be another famous movie line: “Dodd-Frankly, my dear, I don’t give…” But probably not. Its not clear if Dodd-Frank has been a success or a failure. It certainly has been a change. From the regulated side, I think the failure or success depends on which part of Dodd-Frank affects you. New…
There has always been a tension between regulating the capital markets to protect the public and making capital formation more efficient. While I was focusing on Tuesday’s meeting SEC Advisory Committee on Small and Emerging Companies discussing changes to private placements, the SEC passed another rule that smacks public companies. Now public companies need to…
Robert Kaiser was granted rare access to the action behind the scenes of the creation of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Act of Congress is an enjoyable study of the enactment of that law, used as tool to explore how Congress works, and largely how it it doesn’t work. Kaiser was already an…
These are my notes from the Private Fund Compliance Forum 2013. They are live notes, so excuse the typos. David Smolen, Chief Compliance Officer, Silver Lake Brynn Peltz, Partner, Goodwin Procter LLP Roman A. Bejger, Counsel and Chief Compliance Officer, Providence Equity Partners, LLC Michael Barnes, Senior Manager, Financial Services, Ernst & Young LLP Fund…
The Dodd-Frank Wall Street Reform and Consumer Protection Act is getting ready to land its second regulatory punch to private equity funds. The first was the registration requirement with the Securities and Exchange Commission. The second is the upcoming registration requirement with the Commodities Futures Trading Commission. Two recent developments pull fund managers into the…