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Disclosure of Wells Notices Not Required by Section 10(b)

A recent decision of the United States District Court for the Southern District of New York has held that Section 10(b) of the Securities Exchange Act of 1934 does not require companies to disclose their receipt of a Wells Notice. The SEC provides the target of an investigation with a Wells Notice whenever the Enforcement…

Client Alerts | August 31, 2012 | Hedge Funds

New Puerto Rico Legislation May Offer Extensive Tax Benefits To Hedge Fund Managers (As Well As Others)

Puerto Rico recently enacted tax legislation which may offer extensive benefits to hedge fund managers and other U.S. persons. Based on conversations with the Puerto Rican Government, Puerto Rico is very supportive of the use of this new legislation as a way to attract financial services business. The legislation has generally eliminated the taxation of…

Client Alerts | June 17, 2012 | Hedge Funds

June 30th Deadline – Foreign Bank Account Reporting (FBAR)

This Hedge Fund Tax Alert serves as a reminder for filing of Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. For the calendar year 2011, this should be received (not merely mailed) by June 30, 2012. By June 30th of each succeeding calendar year, U.S. persons (1) with foreign accounts that in…

Client Alerts | June 17, 2012 | Hedge Funds

Impact of the JOBS Act on Hedge Funds and Private Equity Funds

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”) which amends certain provisions of the federal securities laws. Of particular significance to hedge funds and private equity funds are: the elimination of the ban on general solicitation and general advertising under Regulation D of the Securities…

Client Alerts | May 1, 2012 | Hedge Funds

IRS Offshore Voluntary Disclosure Program – Practical Q&A

On January 9, 2012, the IRS reopened its Offshore Voluntary Disclosure Program (“OVDP”), a limited federal income tax amnesty for unreported foreign assets and income. This newsletter identifies key features of the OVDP for U.S. taxpayers and highlights the risks and issues that all taxpayers should consider in evaluating the OVDP. If you have unreported…

Client Alerts | March 21, 2012 | Hedge Funds

SEC Sets Parameters of Family Office Exemption from Advisers Act Registration

The Securities and Exchange Commission (the “SEC”) has adopted a new rule, defining the term “family office” for purposes of exempting family offices from registration under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Rule 202(a)(11)(G)-1, and Release No. 1A-3220. In adopting the final Rule, the SEC considered approximately 90 comment letters,…

Client Alerts | July 11, 2011 | Family Office | Securities and Corporate Finance | Hedge Funds

SEC Adopts Rules Implementing Private Fund Manager Registration

The SEC adopted rules today implementing the investment adviser registration requirements imposed by the Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”). As expected, the SEC delayed the registration requirement for hedge fund managers and private equity fund managers until March 30, 2012. The SEC passed rules today: amending Form…

Client Alerts | June 21, 2011 | Securities and Corporate Finance | Hedge Funds

SEC Intends to Increase Dollar Thresholds for

Investment advisors registered with the Securities and Exchange Commission may charge performance fees only to clients who meet the definition of “qualified client” under SEC Rule 205-3. In Release No. 1A-3198, the SEC announced that it intends to issue an order increasing the dollar thresholds contained in the definition of “qualified client.” Currently, a client…

Client Alerts | May 18, 2011 | Securities and Corporate Finance | Hedge Funds

Model Privacy Form Adopted Under Gramm-Leach-Bliley Act

In November 2009, the SEC, along with seven other agencies1, adopted amendments to the rules implementing certain privacy provisions of the Gramm-Leach-Bliley Act (the “GLBA”) and adopted a model privacy form (the “Model Form”). In order for financial institutions (including investment advisors) to fall within the safe harbor for satisfying their initial and annual privacy…

Client Alerts | April 18, 2011 | Securities and Corporate Finance | Hedge Funds