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SEC Withdraws Two No-Action Letters Concerning Proxy Advisory Firms

The Securities and Exchange Commission’s (the “SEC“) Division of Investment Management has announced the withdrawal of two no-action letters[1] that provided guidance to registered investment advisers regarding their use of proxy advisory firms consistent with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Proxy Rule“). [2] Under the Proxy Rule, registered…

Client Alerts | October 24, 2018 | Investor Activism | Hedge Funds

So You Manage a Fund? Watch Out for the Excess Business Loss Rules!

Following tax reform, there is a restriction on the deductibility of business expenses. Under the new “excess business loss” rules, trade or business expenses are not deductible to the extent they exceed trade or business income. (Provided that taxpayers filing joint returns are allowed to deduct up to $500,000 of such excess expenses, and other…

Client Alerts | October 18, 2018 | Hedge Funds

Update: NFA Releases Effective Date(s) for Interpretive Notice Establishing Disclosure Requirements for Registered CPOs/CTAs Engaging in Virtual Currency Activities

On July 20, 2018, the National Futures Association (“NFA”) issued an interpretive notice (the “Interpretive Notice”) detailing new disclosure requirements for registered commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) to address certain risks stemming from the recent growth of the virtual currency and virtual currency derivatives markets.[1] On August 9, 2018, the NFA issued…

Client Alerts | August 16, 2018 | Hedge Funds

NFA Issues New Disclosure Requirements for Registered CPOs/CTAs Engaging in Virtual Currency Activities

On July 20, 2018, the National Futures Association (“NFA”) issued new disclosure requirements for registered commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) to address certain risks stemming from the recent growth of the virtual currency and virtual currency derivatives markets. The new requirements will require, among other things, CPOs and CTAs trading in…

Client Alerts | August 7, 2018 | Hedge Funds

SEC Regulatory Roundup: Best Execution, Pay-to-Play and Advertising Red Flags for Private Fund Managers

On July 11, 2018, the staff in the Office of Compliance Inspections and Examinations (the “Staff“) of the U.S. Securities and Exchange Commission (the “SEC“) issued a risk alert (the “Risk Alert”)[1] describing many of the most common best execution-related deficiencies cited by the Staff in recent examinations of investment advisers. In addition, on July…

Client Alerts | August 7, 2018 | Hedge Funds

Bankruptcy Court Tells Claims Traders: “Do Your Homework!”

Traders in claims of bankruptcy debtors should take note of a recent Delaware Bankruptcy Court decision that prevents the transfer of claims when the underlying debt instrument prohibited the transfer without the borrower’s consent. In In re Woodbridge Group of Companies, LLC, et al. No. 17-12560 (KJC), (Bankr. Del. June 20, 2018) (http://www.deb.uscourts.gov/sites/default/files/opinions/judge-kevin-j-carey/woodbridge-contrarian-opinion-and-order.pdf), the court…

Client Alerts | July 23, 2018

Game of Designations: Ninth Circuit Overturns Bad Faith Finding

A recent decision by the Ninth Circuit Court of Appeals, Pacific Western Bank v. Fagerdala USA – Lompoc, Inc. (In re Fagerdala USA – Lompoc, Inc.), strengthens the hand of creditors that seek to block confirmation of a cramdown plan by purchasing other claims, and may contribute to the liquidity of the market in bankruptcy debt.…

Client Alerts | July 9, 2018

Supreme Court Finds the SEC’s In-House Enforcement Proceedings To Be Unconstitutional: An Easy Fix

On June 21, 2018, the U.S. Supreme Court handed down its decision in Lucia v. Securities and Exchange Commission, finding that the SEC’s system of appointing administrative law judges (ALJs) by the SEC staff, rather than by the SEC commissioners themselves, is unconstitutional.   The case resolved a split between the U.S. Courts of Appeals for the…

Client Alerts | June 27, 2018 | Hedge Funds