Hedge Fund Resource Center LawFlashes

July 10, 2012

Update on Amendments to the EU Prospectus Directive (04/13/2012)
Long-awaited amendments to the EU regime governing public offers of securities take effect on 1 July 2012.

Texas Taxpayer Amnesty Program 2012 (03/26/2012)
Taxpayers may come into compliance with Texas state and local taxes without penalties or interest during the amnesty period of June 12, 2012 through August 17, 2012.

2011 Year in Review: Selected Federal Securities Litigation Developments (02/13/2012)
In 2011, the Supreme Court and the federal circuit courts issued a number of important decisions concerning securities fraud class actions. These decisions address pleading standards, statutes of limitations defenses, class certification, and a number of other critical topics.

Part I: Update on CFTC Rules 4.5 and 4.13 for Registered Investment Companies and Hedge Funds (02/10/2012)
Investment advisers operating registered investment companies and private funds that conduct more than a de minimis amount of speculative trading in futures, commodity options, and other commodity interests will no longer be exempt from registering with the CFTC as CPOs.

Part II: Proposal to Harmonize CFTC and SEC Requirements for Registered Investment Companies as Commodity Pools (02/10/2012)
CFTC requests comments on proposed rules intended to harmonize certain CFTC and SEC disclosure, reporting, and recordkeeping requirements in an effort to mitigate the burden on registered investment companies required to comply with the two separate compliance regimes.

Final DOL 408(b)(2) Disclosure Regulation (02/08/2012)
Final regulation provides a number of helpful clarifications and changes, but continues to impose what will be a highly burdensome disclosure framework.

Class Action Arbitration Waiver Rejected by Federal Appellate Court (02/03/2012)
Second Circuit sidesteps Concepcion and holds that the ability to enforce federal statutory rights mandates that a plaintiff be allowed to pursue a class action in court notwithstanding the parties' agreement to mandatory arbitration.

DOL Releases Final 408(b)(2) Disclosure Regulation (02/02/2012)
Final regulation on required disclosures by plan service providers extends deadline for disclosures to July 1, 2012.

Select SEC and FINRA Broker-Dealer Cases and Developments: 2011 Year in Review (02/01/2012)
In 2011, the SEC and FINRA continued their vigorous enforcement of the securities laws, resulting in an increase in enforcement cases brought against broker-dealers, with a 60% increase in such SEC enforcement actions and a 13.5% increase in FINRA disciplinary actions since 2010.

IRS Offers Temporary Relief to IRA Owners; Awaits DOL Guidance (12/16/2011)
The IRS announces that, pending further action by the DOL, indemnification arrangements described in AO 2011-09A will not be considered prohibited transactions.

DOL Calls into Question Whether Boilerplate Indemnification Language in an IRA Brokerage Agreement Constitutes a Nonexempt Prohibited Transaction (12/06/2011)

DOL Adopts Final Regulation on Exemption for Participant-Level Investment Advice (11/28/2011)

ISS Releases 2012 Updates to Proxy Voting Guidelines (11/21/2011)

DOJ and SEC Affirm Continued Commitment to Rigorous FCPA Enforcement (11/14/2011)

SEC Staff Grants No-Action Relief on Compliance with ERISA Disclosure Rule (11/11/2011)

Form PF Will Result in Substantial Reporting Requirements for Registered Advisers to Private Funds (11/08/2011)

Implications of MF Global Inc. SIPC Proceeding for Counterparties and Market Participants (11/01/2011)

Federal Agencies Propose Implementation of Volcker Rule (10/31/2011)
CFTC Issues Final Regulations on Position Limits for Futures and Swaps (10/20/2011)

FSOC Proposes Rules for Board of Governors of the Federal Reserve's Supervision of Nonbank Financial Companies (10/20/2011)

SEC Concept Release Requests Industry Comments on Funds' Use of Derivatives (09/02/2011)

SEC Adopts Large Trader Reporting System (08/02/2011)

SEC Adopts Rules Exempting Venture Capital Fund Advisers from SEC Registration and Setting Forth Reporting Regime (07/07/2011)
Advisers that solely advise funds that are able to fit the narrow definition of "venture capital fund" set forth by the SEC are exempt from registration requirements imposed by the Dodd-Frank Act, but are still required to comply with recordkeeping and reporting obligations.

SEC Adopts Exemptions for Certain Private Fund Advisers and Other Dodd-Frank Implementing Rules (06/29/2011)
Certain fund advisers that fit narrow definitions are exempt from registration requirements imposed by the Dodd-Frank Act, but are still required to comply with recordkeeping and reporting obligations.

SEC Adopts Family Office Rule (06/28/2011)

SEC Adopts Investment Adviser Rules Implementing the Dodd-Frank Act (06/23/2011)

Supreme Court Establishes Bright-Line Rule for 10b-5 Liability, But Questions Remain: Janus Capital Group, Inc. v. First Derivative Traders (06/21/2011)

Time Running Out on Retail Currency Business for SEC-Registered Broker-Dealers (06/08/2011)

SEC Staff Issues Guidance on "Pay-to-Play" Rule (03/28/2011)

CFTC Proposes to Adopt NFA's Request to Delete CPO Exemption Used by Mutual Funds and to Eliminate Other Widely Used CPO Exemptions (02/09/2011)

SEC and CFTC Propose Reporting Requirements for Investment Advisers to Private Funds (02/04/2011)

The Commercial End-User Exemption (01/31/2011)
CFTC and SEC solicit comments on proposed rules governing the commercial end-user exemption to the clearing requirements of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act

Analysis of the SEC Staff's Study on Investment Advisers and Broker-Dealers (01/28/2011)

SEC Proposes Exemptions for Certain Private Fund Advisers (01/10/2011)
Certain fund advisers that fit narrow definitions would be exempt from registration requirements imposed by the Dodd-Frank Act, but would still be required to comply with extensive recordkeeping and reporting obligations.

Finally Approved by the EU Parliament: The European Regulation of Alternative Investment Fund Managers (01/05/2011)

European Commission Publishes Proposed Regulation on Short Selling and CDSs (10/01/2010)

Solicitors as Municipal Advisors Subject to Registration and New Fiduciary Standards (09/29/2010)
While SEC-registered investment advisers may not be covered by the new municipal advisor requirements, solicitors may be caught up and subjected to new fiduciary duties when soliciting municipal entity clients.

CFTC Requests Comment on NFA Petition to Restrict Exclusions from Commodity Pool Operator Definition (09/20/2010)

CFTC Issues Final Retail Forex Rules (09/01/2010)

SEC Proposes Revisions to Mutual Fund Distribution Fees (Rule 12b-1) and Disclosure (09/01/2010)

NFA Revises Petition to Restrict Exclusions from Commodity Pool Operator Definition (08/19/2010)

Dodd-Frank Wall Street Reform and Consumer Protection Act: Summary of Provisions of Primary Interest to Advisers (07/28/2010)
Among the many reforms to occur due to the recent passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, some provisions will specifically impact the business of those investment advisers registered under the Advisers Act.

Private Fund Investment Advisers Registration Act Enacted Into Law (07/28/2010)
Hedge fund and private equity fund managers will now be required to register with the SEC or state regulators, while venture capital fund advisers obtain an exemption from registration.

Derivative Reform Enacted Into Law (07/21/2010)
Sweeping derivative reform legislation contains momentous changes to the way swaps and security-based swaps are regulated and reported.

German Short Selling Legislation Expected to Become Effective in July 2010 (07/13/2010)

SEC Adopts Pay-to-Play Rule Under Investment Advisers Act (07/09/2010)

Impact of Financial Reform Legislation on Employee Benefit Plans (07/06/2010)
Despite the presence of several exclusions for plans and plan-related services, employee benefit plans will feel the effects of the new regulatory requirements.

NFA Petitions the CFTC to Restrict Exclusions from the Commodity Pool Operator Definition for Investment Companies (07/01/2010)

Financial Regulatory Reform Heads Down the Homestretch (06/29/2010)
A final compromise on the Volcker Rule headlines a climate change in the regulation of financial institutions.

German Government Proposal Narrows Derivatives Ban (06/04/2010)
Are You Ready for Derivative Reform? Congress to Reconcile Proposed Derivative Legislation (05/28/2010)
Sweeping derivatives reforms are pending as the House and the Senate hand down new regulations for swaps and security-based swaps, imposing clearing, exchange trading, capital, margin, registration, reporting, recordkeeping, and business conduct requirements.

German Federal Government Proposes to Extend the Ban on Short Selling in Germany (05/27/2010)

Impact of Senate Financial Reform Bill on Retail Brokerage and Private Client Services (05/24/2010)
Pending financial reform legislation, coupled with regulatory initiatives under way at SEC, FINRA, and DOL, move to establish consistent professional standards, improve disclosures, and impose greater requirements on securities professionals.

BaFin Bans Naked Short Selling and Certain Credit Default Swaps (05/19/2010)

SEC's Large Trader Reporting System Proposal Would Affect Large-Volume, High-Frequency Traders and Their Broker-Dealers (04/29/2010)

Supreme Court Affirms Gartenberg Standard in Unanimous Decision in Jones v. Harris Associates L.P. (03/31/2010)

What Are the Consequences of the New FBAR Guidance for Exempt Organizations? (03/02/2010)

FinCEN and IRS Issue Guidance on FBAR Filing Requirements for Certain U.S. Persons (02/26/2010)

SEC Proposes Amendments to Issuer Repurchase Rule (Rule 10b-18) (01/27/2010)

Floor Amendments to House Legislation Clarify Small Fund Adviser Exception and Increase Protection of Proprietary Information (01/12/2010)

Legislation Passed by House Would Require Most Private Fund Advisers to Register with SEC (01/07/2010)

SEC Adopts Amendments to Advisers Act Custody Rule (01/07/2010)

The FCIC Names Five Senior Staff Members and Prepares to Proceed (11/18/2009)

Status of Proposed Legislation Requiring Registration of Investment Advisers to Private Investment Funds (09/29/2009)

The Financial Crisis Inquiry Commission: The FCIC's First Public Meeting and Its Path for the Future (09/25/2009)

SEC Adopts Interim Final Temporary Money Market Funds Reporting Requirement (09/23/2009)

Congressional Scrutiny of Health Insurers Heating Up: Renewed Focus and Implications of Recent Requests for Executive Compensation and Financial Practices (09/03/2009)

SEC Announces Actions on Short Sales (08/10/2009)

Proposed Rule under Investment Advisers Act Would Limit "Pay to Play" Practices (08/07/2009)

The Fate of Fixed Indexed Annuities and Rule 151A (08/03/2009)

Legislation Proposed by U.S. Treasury Would Require Private Fund Advisers to Register with the SEC (07/17/2009)