Conduct of Business – Global Investment Law Watch

United States: The Great SEC Spring Clean Up–14 Proposals Wiped Away

Jun 13 2025

By: Lance C. Dial, Keri E. Riemer, and Lael R. Franco

Spring is a time of renewal, and the US Securities and Exchange Commission (SEC)–under its new chairman, Paul Atkins–has shown that. On 12 June 2025, the SEC withdrew 14 proposed rules impacting funds and asset managers, including several that had been vigorously opposed by the industry. A complete list is below, but highlights include proposed rules relating to safeguarding (custody), predictive data analytics (AI), ESG-related disclosures, outsourcing and cybersecurity.

Australia: Full Federal Court Finds in Favour of ASIC Appeal Concerning the Scope of the “Authorised Representative” Exemption

Jun 11 2025

By: Kane Barnett and Isaac Gilmore

The Full Federal Court (the Court) has ruled in favour of the Australian Securities and Investments Commissions’ (ASIC) appeal as to whether BPS Financial Pty Ltd (BPS) could rely on the ‘authorised representative’ exemption in relation to issuing their ‘Qoin Wallet’ product (see our previous post for background). The authorised representative exemption is commonly relied upon and allows a person or entity to provide a financial service under the Corporations Act on behalf of the holder of an Australian financial services licence (AFS licence) without having to hold an AFS licence itself.

United States: Y’all Street to Attract Business With “Pro-growth” Legislation

May 16 2025

By: Jessica D. Cohn, Robert H. McCarthy Jr., and Yonathan Y. Tewelde

Growing corporate and financial industry interest in Texas as a viable alternative to Delaware for incorporation is creating a trend, which is being called “Dexit.”

Europe: UK’s FCA Axes Proposed “Name and Shame” and D&I Requirements, and Delays Non-financial Misconduct Rules

Apr 08 2025

By: Michael E. Ruck, and Laura Scott

The UK’s Financial Conduct Authority had proposed a so-called “name and shame” approach that would have allowed it, subject to certain safeguards, to disclose its investigations into firms publicly at an early stage (see our earlier blog); however, following significant criticism from the financial industry and Parliament—largely highlighting risks that early disclosure could potentially cause irreversible damage to firms, including those later cleared of any wrongdoing—the FCA has abandoned the proposal.

Europe: UK’s FCA Intensifies Scrutiny on Private Markets Valuations

Apr 07 2025

By: Daniel Greenaway and Flavio Picaro

The UK’s Financial Conduct Authority has published the findings of its multi-firm review of valuation processes for private market assets. This review follows the highlighting of vulnerabilities in private markets stemming, in part, from opaque valuations, in both the Bank of England’s June 2024 Financial Stability Report and IOSCO’s September 2023 report on emerging risks in private finance markets.

Europe: UK Sanctions Regulator Highlights Compliance Failures

Mar 31 2025

By: Michael E. Ruck, Rosie L. Naylor, Petr Bartos, Helen J. Phizackerley, and Laura Scott

On 13 February 2025, the UK’s Office of Financial Sanctions Implementation (OFSI) published an assessment of suspected sanctions breaches involving UK financial services firms since February 2022. It highlights three areas of concern:

United States: Trust But Verify (With A Minimum Investment Amount)

Mar 12 2025

By: Pablo Man and Ruth Delaney

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited investor status in an offering conducted under Rule 506(c) if the issuer requires purchasers to agree to certain minimum investment amounts, subject to a few additional conditions:

Europe: FCA Advances Efforts to Address the UK’s EU Legislative Legacy, Starting With MIFID

Feb 28 2025

By: Philip Morgan, Andrew Massey, and Harriet Sherwin

Following an HM Treasury policy statement, the FCA has published a consultation paper proposing amendments to some of the Markets in Financial Instruments Directive (MIFID) conduct of business and systems and controls rules inherited from the EU that continue to exist in the UK statute book in close to their original form.

United States: Potential Increase to Debenture Limit for Levered Small Business Investment Companies (SBICs)?

Feb 26 2025

By: TJ Bright, Matthew F. Phillips, and Kate E. Miller

Small Business Investment Companies (SBICs), which invest in qualifying small businesses in the United States, are eligible to receive Small Business Administration (SBA)-guaranteed debentures at favorable rates to finance their investment activities. Standard SBIC debentures typically have 10-year terms with interest payments due semi-annually, and a lump-sum payment of the principal at maturity.

Europe: National Regulators Announce Digital Operational Resilience Act Reporting Windows

Feb 26 2025

By: Shane Geraghty, Dr. Ulrike Elteste, and Ruth Hennessy

EU national supervisory authorities will collect the Register of Information (ROI) pursuant to the EU’s Digital Operational Resilience Act (DORA) from in scope financial entities in April 2025, with the reference date set as 31 March 2025. ROIs are reports by in-scope EU financial entities on all contractual arrangements on the use of information and communication technology (ICT) services provided by ICT third-party service providers. The financial entity must differentiate between providers who are not critical and providers who are considered critical and important.

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