Corporate & Securities

Donald Trump’s 2024 presidential election win is expected to bring significant changes to both the Securities and Exchange Commission (“SEC”) and securities law broadly. Expected changes include a less aggressive regulatory environment, an undoing of many Biden led regulations, new SEC leadership, and new regulation for digital assets. SEC Leadership Changes One of Trump’s many...

As the regulatory environment around cryptocurrency and digital assets continues to evolve, the SEC’s scrutiny over digital assets has intensified. Companies in this space have become the subject of numerous recent enforcement actions signaling the need for businesses to ensure compliance with securities law for both their business and those businesses they’re working closely with. ...

Staying compliant with securities regulations and requirements it critical for the success of a fund or syndication.  Both state and federal law require managers to file certain securities filings. Failure to file these state and federal filings can result in loss of an offering’s securities exemption. Below is a breakdown of the filings typically required....

After determining whether to structure a capital raise under Rule 506(b) or 506(c) of Regulation D, issuers of private funds or syndications must next consider which exemption to use under the Investment Company Act. The Investment Company Act requires “investment companies” to register with the Securities and Exchange Commission. Registration results in additional regulatory requirements...

Once a private securities offering is ready to launch, issuers and fund managers must tackle the challenge of raising capital. Registered broker-dealers play a significant role in securities offerings by connecting issuers with potential investors. However, an increasing number of unregistered capital raisers, finders, agents, and individuals with similar titles claim they can assist issuers...

Yesterday, a significant win for private fund managers emerged from the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit“) when a three-judge panel unanimously overruled the Security and Exchange Commission’s (“SEC“) private fund rules passed in August (“Private Fund Rules“). These rules expanded oversight over private funds by restricting certain activities, prohibiting preferential...

This week, the Securities and Exchange Commission (“SEC“) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN“) jointly proposed new legislation requiring exempt reporting advisers and registered investment advisers to adopt written customer identification programs (“Proposed Rule“). Complimenting the February FinCEN proposal to designate advisers as “financial institutions” under the Bank Secrecy...

On April 23, 2024, by a close 3-2 vote, the Federal Trade Commission (“FTC”) issued a final rule with a retroactive effect banning non-compete clauses nationwide (“New Rule”). Unless legal challenges delay or block enforcement, the New Rule become effective 120 days after publication in the Federal Register. According to the FTC, the New Rule...