U.S. Securities and Exchange Commission (SEC) – Global Investment Law Watch

United States: In First Major Speech as Acting CFTC Chairman, Pham Describes Policy Priorities

Feb 05 2025

By: Cheryl L. Isaac, Sarah V. Riddell, and Mallory M. Cooney

In a fireside chat at the ABA Futures & Derivatives Law Committee Winter Meeting on 30 January, Acting Chairman Caroline Pham shared her industry-friendly agenda for the Commodity Futures Trading Commission (CFTC). She described specific goals for the agency in the coming months (discussed below) and encouraged listeners to read her past dissenting statements for even more context about her priorities.

United States: Phew! Form PF Amendments Deadline Extended (So You Can Procrastinate a Little Longer)

Jan 29 2025

By: Ruth E. Delaney and Pablo J. Man

The SEC and CFTC have extended the compliance date for their jointly adopted amendments to Form PF (originally 12 March 2025) to 12 June 2025.

United States: “Oops, I was a Broker!?” SEC Cracks Down on Investment Adviser Representatives Acting as Unregistered Brokers

Jan 15 2025

By Richard Kerr, Pablo Man, Jessica Cohn, and Sydney Faehling

On 14 January 2025, the Securities and Exchange Commission (SEC) announced settled charges against three investment adviser representatives for acting as unregistered brokers in the sale of membership interests in certain limited liability companies (i.e., Funds) that each purportedly owned shares of private issuers that had prospects of becoming publicly traded. The SEC separately announced settled charges against an advisory firm in a related action involving improperly managing conflicts of interests and the use of liability waivers.

United States: Federal Court Vacates SEC’s Expanded Dealer Definition

Nov 25 2024

By: Eden L. Rohrer, Richard F. Kerr, Jessica D. Cohn, and Joshua L. Durham

On 21 November 2024, the US District Court for the Northern District of Texas (Court) ruled against the US Securities and Exchange Commission (SEC) in two separate cases, vacating its rule which expanded the definition of securities dealers.

United States: SEC Says Crypto ETPs Are Exam Priority

Oct 24 2024

By: Keri Riemer, Peter Shea, and Lael Franco

On 21 October 2024, the SEC’s Division of Examinations (Division) published its 2025 Examination Priorities (Priorities) to provide insight into what the Division plans to focus on in the 2025 fiscal year. In addition to other areas of risk highlighted in the Priorities, the Division has advised that it will to continue to monitor – and conduct examinations if deemed appropriate – of registrants offering crypto asset-related services, including spot bitcoin or ether exchange-traded products (ETPs). However, with respect to spot bitcoin or ether ETPs, the Division’s oversight may be limited to the ETPs’ sponsors or managers rather than the ETPs themselves.

United States: SEC’s Division of Examinations Halloween Treat–2025 Priorities

Oct 22 2024

By: Jennifer Klass, Lance Dial, and Pablo Man

In order to discourage investment advisers, broker-dealers and investment companies from engaging in any “tricks,” the SEC’s Division of Examinations has published a treat, in the form of its 2025 Examination Priorities (the Priorities). This publication, an annual event since 2013, provides market participants with insight into what the Division of Examinations will focus on in the coming fiscal year.

United States: D, F, G, 3, 4, 5: Firms Charged for Failing to Make Section 13 and 16 Filings

Sep 26 2024

By: Pablo J. Man, C. Todd Gibson, and Lisa N. Ju

On 25 September 2024, the SEC announced settled charges against 23 entities and individuals for failing to make timely filings about their holdings and transactions on Schedules 13D and 13G and on Forms 3, 4 and 5, pursuant to Sections 13 and 16 of the 1934 Act, respectively. The individuals charged were officers, directors and/or beneficial owners of publicly traded companies that failed to make “insider” filings. Two firms were charged for contributing to their officers’ and directors’ failures to file insider reports and for failing to comply with their own disclosure obligations to report such delinquencies. The penalties ranged from US$10,000 to US$750,000, and in the aggregate exceeded US$3.8 million.

United States: Firms Fail to File 13Fs, Fines Follow

Sep 18 2024

By: C. Todd Gibson, Pablo J. Man, and Brian Doyle-Wenger

On 17 September 2024, the SEC announced settled charges against 11 institutional investment managers for failing to file Form 13F. In addition, two of the 11 firms also failed to file Forms 13H as large traders. The penalties ranged from US$175,000 to US$725,000, and in the aggregate exceeded US$3 million combined. However, two firms self-reported and paid no penalties and one firm self-reported Form 13H filing violations and paid no penalties on that portion of the settlement. Furthermore, all of the institutional investment managers made remedial filings covering several years (in one case over 50 such filings).

United States: More Marketing Missteps

Sep 10 2024

By: Pablo Man, Pamela Grossetti, Lance Dial and Jennifer Klass

On 9 September 2024, the Securities and Exchange Commission (SEC) announced settled charges against nine registered investment advisers for violations of Rule 206(4)-1 (the Marketing Rule). Unlike the prior settlements (which focused primarily on the use of hypothetical performance), these settlements focused on other elements of the Marketing Rule: (i) the prohibitions on statements of material fact that are untrue or that the adviser cannot substantiate; (ii) disclosures relating to testimonials and endorsements; and (iii) required disclosures for third-party ratings. Many of these violations were based on website disclosures. In total, nine advisers agreed to pay US$1,240,000 in combined civil penalties, ranging from US$60,000 to US$325,000.

Tag:U.S. Securities and Exchange Commission (SEC)