Funds
CFIUS Non-Notified Transaction Enforcement: Cooley’s Five-Year Lookback
March 2025 marked the fifth anniversary of the Committee on Foreign Investment in the United States (CFIUS) initiative to “formalize and centralize” within the Department of the Treasury an enforcement function to identify and investigate “non-notified” transactions (i.e., cross-border acquisition and investment transactions that may have been subject to CFIUS […]
SEC Abandons Numerous Gensler-Era Proposed Rules
In just eight pages, the Securities and Exchange Commission (SEC) scrapped 14 proposed rules introduced between October 2020 and November 2023. Since taking office in April 2025, Chair Paul Atkins has struck a tone diametrically opposed to that of his predecessor, Chair Gary Gensler. The formal withdrawal of these proposed […]
Proposed Federal Tax Legislation Would Effect Three Key Changes to State and Local Tax Deductibility Limits
On May 22, the House of Representatives passed proposed tax legislation titled, “The One, Big, Beautiful Bill” (TOBBB), which will now be debated in the Senate. Among other proposals, if enacted into law, TOBBB would make three significant changes to the limitation on deductibility of state and local taxes under […]
Soroban: An Update After US Tax Court Ruling
On May 28, 2025, the US Tax Court ruled that investment manager limited partners in Soroban Capital Partners were active limited partners and, as such, were ineligible for the limited partner exception to self-employment taxes described in Internal Revenue Code Section 1402(a)(13).
Updated Marketing Rule FAQ Relieves Fund Managers From Calculating Investment-Level Net Returns
On March 19, 2025, staff from the Securities and Exchange Commission (SEC staff) updated its prior guidance regarding the requirement to show net returns of an individual investment, or subset of investments, in compliance with Rule 206(4)-1 (Marketing Rule) under the Investment Advisers Act of 1940.
SEC Staff Takes Steps to Allow Funds to More Comfortably Fundraise Under Rule 506(c)
On March 12, 2025, staff from the Securities and Exchange Commission (SEC staff) issued new guidance regarding Rule 506(c) of Regulation D under the Securities Act of 1933 (Securities Act). We expect that such guidance will improve the compliance experience that fund sponsors encounter should they seek to rely upon […]
Annual SEC Section 13 Filing Requirements for Venture, Private Equity Funds
Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements – including filings based on the size of the holdings of a particular portfolio company, aggregate holdings of securities across all public portfolio companies, and […]
Navigating the SEC’s New XML Filing Requirements for Schedules 13D and 13G: What Funds Need to Know
On December 18, 2024, new requirements go into effect that mandate the use of the XML format for Schedules 13D and 13G filings with the US Securities and Exchange Commission (SEC). The XML reporting requirements represent the final change required by the SEC’s wide-ranging amendments to its beneficial ownership reporting […]