CONTACT SEARCH About Us Attorneys Practice Areas News & Insights Careers share print pdf INVESTMENT FUNDS & ADVISERS INSIGHTS 10.5.21 / JAHAN P. RAISSI THE SEC BRINGS AN “ALT DATA” ENFORCEMENT CASE On September 14, 2021, the SEC brought an unusual enforcement action against App Annie, a so-called “alt data” provider, and its co-founder. A link to the SEC’s release is here. As set forth in the settled SEC order, App Annie provides an analytics product to app companies that allows those Continue reading 9.9.21 / JAHAN P. RAISSI SEC INSIDER TRADING CASE IS NOVEL, BUT NOT AN EXPANSION OF THE LAW Last month the SEC filed a novel insider trading case worth taking a look at (a link to the SEC release is here). The SEC alleged that Matthew Panuwat, an executive at the publicly traded biopharma company Medivation Inc., learned that his company was being acquired by Pfizer. At this Continue reading 7.30.21 / KEVIN LEISKE, DASHIELL C. SHAPIRO, MARK E. MULLIN Client Alert: Gov. Newsom Signs A.B. 150 – SALT Workaround Gov. Gavin Newsom signed A.B. 150 into law on July 15, 2021. This law creates a workaround to the $10,000 cap on a federal income tax deduction for state and local taxes (“SALT”). The law was unanimously approved by the California Assembly and Senate on July 1, 2021 and enacted Continue reading 7.9.21 / JOHN P. BROADHURST, CAROLYN S. REISER, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, JAHAN P. RAISSI, KEVIN LEISKE, JOAN L. GRANT SEC Raises “Qualified Client” Net Worth Threshold Effective August 16, 2021 The U.S. Securities and Exchange Commission (the “SEC”) recently announced in Advisers Act Release 5756 that it has adjusted for inflation the two thresholds used to determine whether a client or investor is a “qualified client” pursuant to Rule 205-3 under the Investment Advisers Act of 1940: (1) the threshold Continue reading 3.24.21 / JAHAN P. RAISSI SPAC PIPES AND MNPI COMPLIANCE (or, acronyms run amok) The majority of insider trading compliance questions this year, by a wide margin, have been related to SPAC PIPE offerings. SPACs have been a hot topic for some time now and it has become quite common for a SPAC to raise additional money through a PIPE to finance the acquisition Continue reading 2.12.21 / JOHN P. BROADHURST, CAROLYN S. REISER, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, JAHAN P. RAISSI, KEVIN LEISKE, JOAN L. GRANT New SEC Marketing Rule for Investment Advisers The Securities and Exchange Commission (the “SEC”) has finalized significant revisions to its rules under the Investment Advisers Act governing advertising and solicitation by investment advisers (the “Rule”). The Rule will not become effective for at least 60 days, at which time advisers will have 18 months to transition to Continue reading 1.8.21 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, KEVIN LEISKE, JOAN L. GRANT Annual Letter: 2021 This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few weeks. We will be pleased to respond to questions, assist you in preparing needed forms and otherwise assist you in satisfying any of the requirements discussed below. Please contact John Continue reading 10.27.20 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, KEVIN LEISKE, JOAN L. GRANT Upcoming SEC Seminar for Investment Advisory CCOs and Other Senior Personnel The Securities Exchange Commission (the “SEC”) has rescheduled its compliance outreach program’s national seminar for investment companies and investment advisers to noon EST on November 19, 2020. This program is intended to help Chief Compliance Officers and other senior personnel at investment companies and investment advisory firms enhance their compliance Continue reading 10.14.20 / JOHN P. BROADHURST, CAROLYN S. REISER, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, JAHAN P. RAISSI, KEVIN LEISKE, JOAN L. GRANT Form BE-180, 2019 Benchmark Survey of Financial Services Transactions Between U.S. Financial Services Providers and Foreign Persons In September and October, the U.S. Bureau of Economic Analysis (“BEA”) is conducting its 2019 Benchmark Survey of Financial Services Transactions Between U.S. Financial Services Providers and Foreign Persons. This survey requires certain U.S. persons to file a Form BE-180 every five years, and there are important changes introduced for Continue reading 9.21.20 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, KEVIN LEISKE, JOAN L. GRANT New SEC Accredited Investor Categories and Rule 144A Amendments The “accredited investor” definition largely has been unchanged since 1982, but on August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to expand the definition in Rules 215 and 501(a) of Regulation D under the Securities Act of 1933 (the “Securities Act”). To conform with these changes, Continue reading 6.17.20 / JAHAN P. RAISSI SEC Investment Adviser Enforcement Actions: “May” Might Be Materially Misleading & Insider Trading Policies Two topics from recent SEC investment adviser enforcement cases, disclosure language and insider trading policies. Adviser Disclosures: What does “may” mean? In grammar school we all learned that the words “may” and “are” mean different things. The SEC recently reminded advisers that the difference can be material when it comes Continue reading 4.20.20 / JOAN L. GRANT Countdown to Form CRS, and New OCIE Risk Alert The due dates to prepare, file and deliver a new part of Form ADV, Form CRS (Customer Relationship Summary), are approaching rapidly for most SEC-registered investment advisers that have separate account clients. An SEC-registered investment adviser with “retail clients” must file Form CRS on the IARD by June 30, 2020, Continue reading 4.9.20 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, KEVIN LEISKE, JOAN L. GRANT Navigating the Coronavirus Crisis Together As we navigate these unprecedented times, we wanted to share our thoughts about the COVID-19 crisis, and provide some constructive ideas on how to manage right now and prepare for what may come. As many of you know, our firm’s fund practice started in the early 1980s, and we have Continue reading 3.20.20 / JOAN L. GRANT SEC Issues Limited COVID-19 Regulatory Relief for Advisers Updated March 26, 2020 – On Friday, March 13, 2020, the SEC announced conditional relief for the due dates of certain Investment Advisers Act reports and requirements. The SEC’s release is available at https://www.sec.gov/rules/other/2020/ia-5463.pdf. On Wednesday March 25, 2020, the SEC revised the conditional relief to remove certain conditions. This Continue reading 1.22.20 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, JOAN L. GRANT Annual Letter: 2020 This is our annual letter briefly reviewing various issues that our investment adviser clients should consider over the next few weeks. We will be pleased to respond to questions, assist you in preparing needed forms and otherwise assist you in satisfying any of the requirements discussed in this letter. Please Continue reading 1.8.20 / JAHAN P. RAISSI SEC EXAMINATIONS OF INVESTMENT ADVISERS – Winter 2020 Update Last October I spoke at a compliance conference on the subject of SEC investment adviser examinations. The article below is a summary of the presentation, updated with information from yesterday’s release of the SEC’s 2020 Examination Priorities. The Examination Program. The SEC’s examination of investment advisers – conducted by the Continue reading 1.3.20 / CHRISTINA MICKELSON HAMILTON, JOAN L. GRANT FINRA Amends its New Issue Rules FINRA has updated its Rules 5130 and 5131, which govern allocations of “new issues,” effective January 1, 2020. Broadly speaking, FINRA has added new categories and broadened the categories of investors that are exempt from the rules’ restrictions (for example, certain sovereign entities and retirement plans), narrowed the types of Continue reading 11.15.19 / JAHAN P. RAISSI Insider Trading: The SEC’s FY 2019 Cases Last week the SEC’s Division of Enforcement published its Annual Report for the fiscal year ended September 30, 2019 (available here). The Report showed that in FY 2019 the Commission brought 526 stand-alone enforcement actions, an increase of over 7% from the 490 cases brought in 2018. Likewise, a total Continue reading 10.28.19 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, JOAN L. GRANT Swaps Proficiency Requirements Earlier this year, the National Futures Association (NFA) announced that individuals registered as associated persons (APs) of NFA members that engage in swaps activity (for example, commodity pool operators (CPOs), commodity trading advisors (CTAs), futures commission merchants (FCMs) and introducing brokers (IBs)) will need to meet new Swaps Proficiency Requirements. Continue reading 9.25.19 / JOHN P. BROADHURST, CAROLYN S. REISER, JAHAN P. RAISSI, NEIL J. KOREN, JAMES J. FROLIK, CHRISTINA MICKELSON HAMILTON, DAVID SUOZZI, ANTHONY J. CALDWELL, JOAN L. GRANT SEC Concept Release: Harmonization of Securities Offering Exemptions Shartsis Friese LLP recently commented on the Securities and Exchange Commission’s Concept Release, Harmonization of Securities Offering Exemptions. The letter is available here. If you have any questions, please contact one of the attorneys in the Investment Funds & Advisers Group at Shartsis Friese LLP: John Broadhurst, Geoffrey Haynes, Carolyn Continue reading More Items ARCHIVE 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 Twitter Linkedin © 2021 Shartsis Friese LLP One Maritime Plaza, Eighteenth Floor, San Francisco, CA 94111 Phone: (415) 421-6500 Fax: (415) 421-2922 About Us Attorneys Practice Areas News & Insights Careers Contact Disclaimer Privacy Policy Cookie Policy