Funds
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 […]
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 […]