In August 2016 the SEC approved FINRA rules for a new category of advisers known as “Capital-Acquisition Brokers” or “CABs”. CABs are firms that engage in a limited range of activities, essentially advising companies and private equity funds on capital raising and corporate restructuring, and acting as placement agents for sales of unregistered securities to…

In September 2017, the OCIE issued a Risk Alert notifying advisors of the most common deficiencies related to the Advertising Rule. Interestingly, all the deficiencies identified involved misleading performance advertising. The takeaways from the Risk Alert are detailed below. Misleading Performance Results. The Staff observed advisers that presented performance results without deducting advisory fees. The…

On February 7, 2017, the Securities and Exchange Commission (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”) released a risk alert identifying the five compliance areas most commonly cited in deficiency letters sent to SEC-registered investment advisers (“RIA”). The risk alert focuses on deficiency letters from more than 1,000 RIA audits conducted over the past two years. This…

Part 3 of a 3-part Series Operational Due Diligence (“ODD”) has grown in importance significantly for institutional investors looking to invest in funds. Prior to 2008, ODD played an insignificant role compared to investment due diligence (“IDD”) when it came to investors making their final investment decisions. Because of the 2008 financial crisis and the…

Part 2 of a 3-part series In Part 1 of our Due Diligence Series, Managing Vendor Risks: Implementing an Effective Third-Party Due Diligence Program, we discussed the various aspects of an effective third-party vendor due diligence program. In this article, we focus on the keys to conducting adequate due diligence of sub-advisors to satisfy heightened fiduciary…

FINRA shares many of the same 2016 priorities as the SEC with the notable addition of examining firm culture. Each of FINRA’s regulatory priorities can be broken down into the following five categories: (1) protecting the individual investor; (2) protecting the industry from market-wide risks; (3) using data analytics to identify signals of potential illegal…

The SEC requires registered investment advisers to maintain a compliance program that implements a written code of ethics and policies and procedures to enforce them. Insider trading is a serious regulatory violation that can be avoided, provided clear and concise policy to control and contain the misuse of non-public material information. The COE is also…

The SEC’s Division of Investment Management recently released a Guidance Update which provides important guidance for investment advisors to mutual funds on managing the acceptance of gifts and entertainment from those doing or hoping to do business with the investment adviser. The guidance discusses the inherent conflicts of interest presented by the receipt of gifts…

Andrew Ceresney, Co-Director of the Division of Enforcement at the Securities and Exchange Commission (“SEC”), recently spoke at the SIFMA 2015 Anti-Money Laundering Conference where he emphasized the importance of maintaining a strong culture of compliance within the firm. Like tailoring a suit, developing a strong compliance culture means customizing a compliance program that fully…

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