Funds
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 […]
Are You a Fund Manager Looking to Set Up a Separate Entity and Avoid Registration? Recent SEC Enforcement Action Highlights Risks of Operational Integration for Firms
In a recent enforcement action announced by the Securities and Exchange Commission (SEC), the issue of how one investment adviser can affect the exemption status of related advisers under the Investment Advisers Act of 1940 (Advisers Act) has come into focus. The action serves as a timely reminder for fund […]
Amended Filing Deadlines for Schedule 13G Filers Go Into Effect September 30, 2024
In 2023, the Securities and Exchange Commission (SEC) adopted wide-ranging rule changes applicable to beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act. These rule changes are described in this October 30, 2023 Cooley alert. While certain of the rule changes became effective in February 2024, […]
Remember Pay-to-Play Rule Before Making US Election Campaign Contributions
On August 6, 2024, US Vice President Kamala Harris announced Minnesota Gov. Tim Walz as her running mate for the 2024 presidential election. This selection triggers the political contributions rule under the Investment Advisers Act of 1940, Rule 206(4)-5, also known as the Pay-to-Play Rule. Under that rule, contributions to […]
FAQs on SEC’s Private Fund Adviser Rules After Fifth Circuit Decision
As most fund managers have likely heard by now, on June 5, 2024, the US Court of Appeals for the Fifth Circuit vacated the private fund adviser rules that the Securities and Exchange Commission (SEC) adopted in summer 2023, which would have required compliance by fund managers as early as […]
What Fund Managers Need to Know About SEC Form N-PX
A Securities and Exchange Commission (SEC) rule that takes effect on July 1, 2024, will require fund managers who file Form 13F reports to publicly report – on an annual basis on Form N-PX – the manner in which they vote on all pay-related proposals , which are advisory proposals […]
Venture Capital Fund Managers’ Guide to Applying the Latest Marketing Rule Risk Alert
One of the most important documents for fund managers is the marketing deck. Whether it’s to raise a new fund or a special purpose vehicle, or just to build relationships with prospective investors, every fund manager has some form of deck that highlights the managing directors, their professional experience and […]
Securities Laws Fundamentals for Venture Capital Fund Managers
If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick introduction to the main securities laws that will apply to the […]