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IRS Extends FATCA Deadlines by Six Months

On July 12, 2013 the Internal Revenue Service (the “IRS”) issued Notice 2013-43 (the “Notice”) extending the deadline for the implementation of the Foreign Account Tax Compliance Act (“FATCA”). In general, the FATCA deadlines have been extended by six months. With no final revised W-8 forms, intergovernmental agreements still in a state of flux and…

Client Alerts | July 11, 2013 | Hedge Funds

SEC Issues Changes to Rule 506 Allowing General Solicitation and Advertising in Certain Private Placements

On July 10, 2013, the Securities and Exchange Commission issued long awaited amendments to Rule 506 under Regulation D, one of the most widely used exemptions for selling securities without registration under the Securities Act of 1933 (the “Securities Act”). These amendments are mandated by the JOBS Act, which was passed last year, and will…

Client Alerts | July 9, 2013 | Securities and Corporate Finance | Hedge Funds

AIFMD Set to Take Effect in July 2013

Introduction This alert is a reminder to our clients of the Alternative Fund Manager’s Directive (“AIFMD”), which goes into effect as of July 21, 2013 for most European Union (“EU”) Member States, and its implications from the perspective of a US manager[1] that manages non-EU domiciled funds[2]. Managers who intend to “market” (see definition below)…

Client Alerts | May 31, 2013 | Hedge Funds

Adherence with the ISDA Dodd-Frank March 2013 Protocol

As discussed in our previous alert, End-user Adherence with the ISDA August 2012 Dodd-Frank Protocol, over-the-counter derivatives trades between dealers and end-users are generally governed by master agreement forms and other documentation published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank…

Client Alerts | May 31, 2013 | Derivatives | Hedge Funds

Custody Rule Violations Observed During SEC Examinations

Introduction The staff of the Securities and Exchange Commission (the “SEC”) recently issued a Risk Alert highlighting violations of the Custody Rule. These violations were observed in the course of the SEC’s National Examination Program (the “NEP”) of registered investment advisers. Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940, as amended…

Client Alerts | April 22, 2013 | Hedge Funds

Delaware Court of Chancery Confirms that a Reverse Triangular Merger Does Not Constitute an Assignment by Operation of Law

On April 8, 2011, the Delaware Court of Chancery (“Court”) sent preliminary tremors through the M&A community when it denied a motion to dismiss a breach of contract claim in a case of first impression for the Court. In denying the motion to dismiss, the Court indicated a willingness to consider the possibility that a…

Client Alerts | April 10, 2013 | Mergers & Acquisitions