United States – Global Investment Law Watch

United States: SEC Issues New Guidance on Schedule 13G Eligibility

Feb 18 2025

By: Lance C. Dial and Jennifer R. Gonzalez

The SEC’s Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation (C&DI) maintains the same fundamental principles as before, it adopts a more nuanced approach to what constitutes “changing or influencing control of the issuer.”

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: President Trump’s Executive Order Steering Digital Assets Policy

Jan 24 2025

By: Richard F. Kerr, Sarah V. Riddell, Cheryl Isaac, Jeremy M. McLaughlin, and Joshua L. Durham

As promised during his campaign, President Trump has taken significant steps to support the digital asset industry during his first week in office. On 23 January 2025, he signed an executive order initiating digital asset regulatory rollbacks and a new federal framework governing cryptocurrencies, stablecoins, and other digital assets (the Order).

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: Compliance Outreach Program: Private Funds Panel

Nov 07 2024

By: Pablo J. Man, TJ Bright, and Matthew F. Phillips

On 7 November 2024, the US Securities and Exchange Commission’s (SEC) Divisions of Examinations, Investment Management, and Enforcement hosted a virtual panel on compliance and enforcement topics as part of its broader National Compliance Outreach Seminar. This blog post provides a high-level overview of the private fund topics that were covered, but the agenda included a broad array of additional topics.

United States: US Finalizes Restrictions on Outbound Investments Into China’s Semiconductors, Quantum Technologies and AI – Implications on US LP Investors

Nov 06 2024

By Yuki Sako, Nathaniel Bolin, and Steven Hill

On 28 October, US Treasury issued new rules that restrict investment in Chinese development of semiconductors, quantum computing and AI (Covered Activity). Taking effect on 2 January 2025, the new rules are based on findings that China’s support for those industries threatens US national security.

United States: Cooking the Books: CFTC Turns Up the Heat on Voluntary Carbon Market Fraudsters

Oct 17 2024

By: Cheryl L. Isaac, Clifford C. Histed, and Benjamin C. Skillin

On 2 October 2024, the Commodity Futures Trading Commission (CFTC) announced multiple actions related to fraud in the voluntary carbon credit (VCC) market, just over one year after establishing the Environmental Fraud Task Force. Specifically, the CFTC filed a complaint in federal court against the former CEO of a carbon credit project developer and, on the same day, settled charges against CQC Impact Investors LLC (CQC) and its former COO, all related to a deceptive scheme purportedly intended to reduce carbon emissions.

United States: Why the CTA Should Be at the Top of Your End-of-Year Checklist

Oct 15 2024

By: C. Todd Gibson, Robert H. McCarthy Jr., and Jamie M. Robinson

The time has come to finalize those end-of-year checklists and for anyone with US entities, foreign entities doing business in the United States, or for those who are planning to form or register entities to do business in the United States, the United States Corporate Transparency Act (CTA) should be at the top of the list. This includes investment advisers and funds that they manage.

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