There is turmoil in Congress as Republicans take control of the House of Representatives. One of their targets seems to be implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act. It’s probably too late to repeal it and too early to start amending it. Too much corporate machinery has been put in place…
Tag: Dodd-Frank Wall Street Reform and Consumer Protection Act
Will Cash Incentives for Whistleblowing Undermine Compliance Programs?
Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act provides an expanded whistleblower program that allows the whistleblower to get part of the money paid to the SEC for the violation. After several years of encouraging the development of internal complaint hotlines and compliance programs, Congress seems to now be encouraging a…
Regulation of Private Fund Advisers at the State Level
The Dodd-Frank Wall Street Reform and Consumer Protection Act raised the level for registration with the SEC and removed the commonly used exemption from registration used by private fund advisers. That means smaller traditional investment advisers will be kicked out of the SEC registration and into the state registration systems. That also means that advisers…
Corporate Compliance after Dodd-Frank: Dealing with Whistleblower Bounties
Securities Docket produced a webcast “Corporate Compliance after Dodd-Frank: One Voice; How Many Masters?” that focused on the SEC’s proposed new whistleblower rules and their implications for internal controls and compliance programs, investigations, self-reporting incentives and employer/employee relations, including executive compensation and employee reporting responsibilities. The panelists: Byron Egan, Partner Jackson Walker L.L.P. Jeffrey Sone,…
Placement Agents and the MSRB
In addition to laying out the changes to Form ADV, in Release No. IA-3110 the SEC also took a slightly different course on regulating placement agents. Rule 206(4)-5, released in July 2010, required placement agents to either be registered with the SEC as an investment adviser and subject to the limitation on campaign contributions, or…
Do You Want to be Systemically Important?
The hard work has begun as federal regulators are trying to implement the provisions of Dodd-Frank. The law pushed lots of the detail out to the agencies so there are lots of unanswered questions. One of the hot button issues was what to do with financial institutions that were too big to fail. Dodd-Frank came…
Can I Be a Venture Capital Fund Manager?
That was one of the topics for the Securities and Exchange Commission Open Meeting on November 19. In Shapiro’s opening remarks, it was clear that the SEC wants all private funds to register. Even thought venture capital funds are exempt from registration, they will need to supply information to the SEC. The key in defining…
Do You need State Licensing if You’re an SEC Registered Investment Adviser?
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 investment funds, like real estate, you’ll need to look at whether you are giving advice regarding securities. If you have less than…
Proposed Rules for Implementing the Whistleblower Provisions From Dodd-Frank
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 considered and weighed a number of potentially competing interests that are presented in implementing the statute. Among them…
The Family Office Exemption under the Investment Advisers Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act wiped out the exemption enjoyed by most private funds. I’m still waiting to see how the SEC will define a “venture capital fund manager.” In the meantime, the SEC has published its proposed rule defining a “family office” and its exemption from registration under the Investment…