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Communiques

The latest compliance news from SEC3 and CCO3.

Lifting the Ban on General Solicitation and Advertising for Private Funds

August 31, 2012

The Securities and Exchange Commission (“SEC”) has proposed amendments to Rule 506 of Regulation D to allow the use of general solicitation and advertising in connection with offerings made under the rule to purchasers who are accredited investors.  These amendments are in response to a mandate by Congress under the Jumpstart Our Business Startups Act (“JOBS Act”), which was enacted on April 5, 2012.  A link to the proposing rule release is here.  The SEC has allowed a 30-day comment period before it enacts the final rule.

Read more: Lifting the Ban on General Solicitation and Advertising for Private Funds

 

SEC's New Exam Format

August 01, 2012

The Private Investment Funds Subcommittee of the New York State Bar Association recently organized a meeting on the Securities and Exchange Commission’s (“SEC”) risk-based examination program.  The meeting was led by Andrew Bowden, the Head of the Investment Advisers National Examination Program of the SEC’s Office of Inspections and Examinations (“OCIE”) and was co-presented by Janaya Moscony, the President of SEC Compliance Consultants, Inc. (“SEC3”) and Barry Barbash, the head of the investment management group of Willkie Farr & Gallager and a former Director of the SEC’s Division of Investment Management.

Read more: SEC's New Exam Format

 

The Life of a CCO: Third in a series

July 19, 2012

How to Design an Appropriate Electronic Communications Review

A frequent question we receive from both established and newly registered advisers concerns the proper review of electronic communications. We understand that no one really wants to read someone else's private and sometimes very personal emails. But, it has to be done and your "supervised persons" should be well aware that there can be no expectation of privacy when using your business' electronic communication platforms (emails, instant messaging, text, etc).

Read more: The Life of a CCO: Third in a series

 

The Life of a CCO: Second in a Series

June 20, 2012

Adequate Supervision

Section 203(e)(6) of the Investment Advisers Act of 1940 permits the SEC to bring an enforcement action against a registered investment adviser or an associated person who, among other things, has failed to supervise a person who commits a violation, if such person is subject to their supervision.

Read more: The Life of a CCO: Second in a Series

 

The Life of a CCO: One in a Series

June 12, 2012

State Law versus Federal: Who will protect the CCO?

We may not be the first to tell you, but it is important to note that the challenges presented to those holding the CCO title and their duty to supervise recently became more complicated following a decision of the New York Court of Appeals which upheld last month the right of a hedge fund manager to terminate a CCO (who was an at-will employee) for allegedly voicing objections over inappropriate securities trading by his employer (Sullivan v. Harnisch).

Read more: The Life of a CCO: One in a Series

 

Taking the Series 3

May 23, 2012

Private fund advisers that will be required to register with the Commodity Futures Trading Commission (“CFTC”) and become members of the National Futures Association (“NFA”) by the end of the year due to the rescission of the CFTC exemption from registration previously available under Rule 4.13(a)(4) of the Commodities Exchange Act ("CEA") should ensure that their associated persons (“APs”) pass the Series 3 examination.

Read more: Taking the Series 3

 

When should newly registered private fund managers expect to be examined by the SEC?

May 17, 2012

The question on the minds of all new registrants. We now have the answer. Many should expect and prepare to be examined potentially this coming fall. At the GAIMOPs conference on April 23, 2012, Carlo di Florio, the Director of the Office of Compliance Inspections and Examinations (“OCIE”), indicated that private fund advisers could expect to see a series of exams this coming fall.

Read more: When should newly registered private fund managers expect to be examined by the SEC?

 

JOBS Act

April 09, 2012

President Obama signed into law the Jumpstart Our Business Startups Act ("JOBS Act") which liberalizes the way private placements are conducted and allows general solicitation and general advertising.

Some key aspects of the JOBS Act are:

Read more: JOBS Act

 

Goodbye CFTC Exemptions - Hello Registration?

March 14, 2012

On February 9, 2012, the Commodity Futures Trading Commission ("CFTC") rescinded certain exemptions from registration previously available to private funds and SEC-registered investment companies that trade in commodity interests.

Most importantly, the CFTC rescinded the exemption from "commodity pool operator ("CPO") registration set forth in Rule 4.13(a)(4) under the Commodities Exchange Act ("CEA"), which was widely used by 3(c)(7) funds. The exemption allowed funds offered to "qualified eligible persons" ("QEPs"), which include "qualified purchasers", and their CPOs (i.e. the general partners of the funds) to do unlimited trading in futures and options without registering with the CTFC.

Read more: Goodbye CFTC Exemptions - Hello Registration?

 

Treasury Filings

February 24, 2012

Forms SLT, SHC and S are part of the reporting requirements of Treasury International Capital ("TIC") reporting system administered by the U.S. Department of the Treasury. The TIC reporting system collects data for the United States on cross-border portfolio investment flows and positions between U.S. residents (including U.S.-based branches of firms headquartered in other countries) and foreign residents (including offshore branches of U.S. firms).

Read more: Treasury Filings

 

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Newsletter

Get the latest compliance news and insights - delivered weekly. The SEC3 Communique covers all compliance topics. CCO3 focuses on Mutual Fund CCO topics.
tip: check both to keep informed!

Communiques

SEC3 Newsletter

Commentary: How Compliance Officers & Firms Can Help Limit CCO Personal Liability This article originally appeared on the Thomson Reuters Regulatory Intelligence subscription service for compliance and risk professionals and is... read more »

Wishing One-and-All a Happy, Healthy and Prosperous New Year

We hope each of you found some peace and tranquility in the company of loved ones this holiday season and want to wish one-and-all a happy, healthy and prosperous New... read more »

Understanding How to Mitigate Liability and Navigate Insurance Options (Part II)

In June, we shared our thoughts around common insurance gaps and insurance riders that CCOs as well as managers should understand. One of the gaps we shared related to pre-claim... read more »

Cybersecurity - What have we learned and what have we done?

Regulatory Landscape In April 2015, the Securities and Exchange Commission ("SEC's") Division of Investment Management issued a guidance update, identifying cybersecurity as a critical issue. Several regulators are in fact focusing... read more »

Gatekeepers in SEC Crosshairs

Ever since the enforcement cases were announced as part of the SEC’s “Operation Broken Gate,” the SEC enforcement division has continued to ramp up scrutiny of gatekeepers including third-party service... read more »

Anna M. Bencrowsky, CRCP, CMFS Joins SEC3

We are pleased to announce that Anna M. Bencrowsky, CRCP, CMFS has joined SEC3 as a Senior Consultant. Prior to joining SEC3, Anna held several executive compliance positions. Anna recently retired... read more »

Events

May 23, 2017 - Webcast: WannaCry Ransomware: Were You Really Protected or Just L…

When: Tuesday, May 23rd, 2017 | Schedule: 12pm - 1pm EST Who: Paul Caiazzo, CEO and Co-Founder, TruShield Security Solutions Michael Brice, Founder, BW Cyber Services John Lukan, Managing Director, SEC Compliance Consultants, Inc. We...

June 14, 2017 - Compliance Breakfast Briefing

8:30-9:00am - Networking and Continental Breakfast 9:00-10:30am - Program Location: Willkie Farr & Gallagher LLP | 600 Travis Street | Suite 2310 | Houston, TX Barry Barbash from Willkie Farr & Gallagher LLP,...

June 13, 2017 - Compliance Breakfast Briefing

8:30-9:00am - Networking and Continental Breakfast 9:00-10:30am - Program Location: Haynes and Boone, LLP | 2323 Victory Avenue | Suite 700 | Dallas, TX 75219 Validated parking is available in the garage attached...

May 31, 2017 - Chicago

9:00-9:30 a.m - Networking and Continental Breakfast 9:30-11:00 a.m - Program Location: Baker & McKenzie LLP | 300 East Randolph Drive | Suite 5000 | Chicago, IL 60601 Kristin Gonzalez and Jerome Tomas...

May 17, 2017 (NYC WIMF)

This event is by invitation only. Please email info@seccc.com to learn more.

May 15, 2017 (NYC Chief Compliance Officer Roundtable)

9:00-9:30am - Networking and Continental Breakfast 9:30-11:00am - Program Location: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 | 22nd Floor Boardroom | Phone:...

Webcast: The Most Insidious Cybersecurity Threat Is Also The Least Understood

When: Tuesday, April 25th | Schedule: 12pm - 1pm EST Who: Paul Caiazzo, CEO and Co-Founder, TruShield Security Solutions Michael Brice, Founder, BW Cyber Services John Lukan, Managing Director, SEC Compliance Consultants, Inc. Ransomware, the...

CCO Liability (Part III): Managing Liability Webinar

In this webinar, panelists discuss indemnifications and insurance as potential remedies to address the direct financial risks to a CCO. Attendees will learn: What terms and conditions should Chief Compliance Officers be...

Webinar: CCO Liability (Part III): Managing Liability: Navigating Indemnities an…

When: Tuesday, February 21, 2017 Schedule: 11:00am ET / 10:00am CT / 9:00am MT / 8:00am PT / 7:00am AT Description of Webinar: The National Society of Compliance Professionals is pleased to host...

Webcast: SEC 2017 Examination Focus Area – Cybersecurity Testing

Penetration Testing & Vulnerability Assessments - Examining the SEC & FINRA Requirements When: Wednesday, January 25th | Schedule: 12pm - 1pm EST Who: Paul Caiazzo, CEO and Co-Founder, TruShield Security Solutions Michael Brice, Founder,...

Chief Compliance Officer Roundtable: Breakfast Briefing

When: October 20, 2016 Where: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 | 22nd Floor Boardroom | Phone: 212.885.5000 Thomas Westle and Janaya...

Practicing Law Institute - Hedge Fund Management 2016

When: September 15, 2016 Where: New York & concurrent webcast | 1177 Avenue of the Americas | New York, NY 10036 Schedule: 9:00 am – 5:00 pm Janaya Moscony, President of SEC3 will...

CHIEF COMPLIANCE OFFICER ROUNDTABLE: BREAKFAST BRIEFING

When: April 13, 2016 Where: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 22nd Floor Boardroom Thomas Westle and Janaya Moscony, along with industry experts,...

COMPLIANCE SCIENCE SUMMIT 2015

When: November 17, 2015 Where: Convene Midtown East | 730 Third Avenue | New York, NY 10017 Janaya Moscony, President, SEC Compliance Consultants, Inc. will be moderating a...

CHIEF COMPLIANCE OFFICER ROUNDTABLE: BREAKFAST BRIEFING

When: October 13, 2015 Where: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 22nd Floor Boardroom Thomas Westle and Janaya Moscony, along with...