As the real estate markets continue to evolve, new forms of investment strategies emerge. One such approach is real estate syndication, a strategy that involves pooling funds from multiple investors to finance a real estate project. However, as lucrative as syndication can be, it carries a myriad of legal considerations and potential challenges that syndicators…
In a recent episode of “The Justice Insiders Podcast” titled ‘Incidents in the Material World: SEC Adopts New Cybersecurity Rules‘, Gregg N. Sofer, the host welcomed guest Erik Dullea, a partner at Husch Blackwell. The discussion centered around risk management, strategy, governance, and incident disclosure, all in relation to the recent cybersecurity rules adopted by…
In an impactful development in the financial legal sector, the Securities and Exchange Commission (SEC) has put into effect substantial modifications to regulations concerning private funds and private fund advisors. This marks the most significant revision since 2010. The amendments greatly broaden the range of disclosure, reporting, and other obligations incumbent upon private fund advisors….
The Securities and Exchange Commission (SEC) put forth a risk alert on September 6, 2023 about the selection and scope of SEC-registered investment adviser examinations. The Division of Examinations, a section within the SEC, made it known that they utilize a risk-based approach to both choose the investment advisors under their purview, as well as…
On September 7, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued a remarkable piece of guidance on XBRL disclosures. The new guidance was circulated to companies in the form of a Sample Letter. As it stands, this latest move by the SEC’s Corp Fin aims to address issues…
Recently, the U.S. Securities and Exchange Commission (SEC) has taken notable steps towards increasing oversight, transparency, and security in the private fund sector. This move, which took effect on August 23, 2023, saw the SEC voting in favour of adopting new rules and amendments under the Investment Advisers Act of 1940 (Advisers Act) to enhance…
In a pivotal ruling on August 24, 2023, the U.S. Court of Appeals for the Second Circuit delivered a unanimous decision in the Kirschner case, declaring that syndicated loans cannot plausibly be classified as “securities” under both state and federal securities laws, as specified under Reves v. Ernst & Young, 494 U.S. 56 (1990). This…
The 3rd Annual Summit on Environmental, Social, and Governance (ESG) is scheduled to take place in New York, NY from October 11th – 12th. This premier event is hosted by the American Conference Institute (ACI) and will once again gather renowned ESG professionals from across the globe. According to JD Supra, the conference will examine…
In an environment where corporate compliance protocols are under the microscope, two recent actions under the Foreign Corrupt Practices Act (FCPA) spotlight the diligence required by legal and compliance departments, especially when it comes to reimbursing travel and hospitality-related expenses. These actions – a Department of Justice (DOJ) opinion letter and a Securities and Exchange…
The U.S. Securities and Exchange Commission (SEC) has put into place final private fund rules under the U.S. Investment Advisers Act of 1940 (the Advisers Act), as reported on JD Supra. Adopted on August 23, 2023, these rules establish novel prerequisites that are set to influence all private fund advisers. This cohort includes both registered…
On August 28, 2023, the U.S. Securities and Exchange Commission (SEC) initiated cease-and-desist proceedings against Impact Theory, a Los Angeles-based media and entertainment company. The agency claimed that the sale of non-fungible tokens (NFTs) by the company violated the registration requirements under the Securities Act of 1933. This constitutes one of the first regulatory actions…
In the intricate landscape of the financial markets, a new concern has emerged for boards, management teams and companies – short selling attacks. Offering a unique set of challenges, these attacks are motivated not by traditional market growth, but by the desire to destroy value. The goal? To cause a drop in a target company’s…
The newly adopted rules by the Securities and Exchange Commission (SEC), designed to enhance and standardize disclosures by public companies concerning cybersecurity risk management, strategy, governance, and incidents, are adding increasing pressure on companies to swiftly investigate potential breaches. Furthermore, the regulations mandate greater involvement from corporate leadership in data security compliance. These rules, adopted…
A new federal rule requiring public companies to report any cybersecurity incident within four days is expected to create legal challenges and insurance complications. This regulation, imposed by the Securities and Exchange Commission, primarily aims to facilitate consistent and swifter reporting of data breaches. Regrettably, companies lacking a robust data security management framework may find…
As legal professionals, it’s paramount we stay updated on the continuously evolving legislative landscape, especially in the realm of cybersecurity. Enhanced understanding can contribute to improved risk management strategies and preemptive preparations for mandatory legal obligations. July 26, 2023 marked a significant development when the Securities and Exchange Commission (SEC) adopted new rules demanding mandatory…
In an unprecedented move, the Securities and Exchange Commission (SEC) has brought its first-ever enforcement action against non-fungible cryptocurrency tokens. On the 28th of August 2023, the SEC issued a cease-and-desist order against Impact Theory, LLC, accusing the company of conducting an unregistered offering of crypto asset securities. This was ruled as a violation of…
In a recent development, the US Securities and Exchange Commission (SEC) adopted new rules targeting private fund managers. The regulations tackle issues concerning the preferential treatment of investors, a subject previously dealt with by the EU Alternative Investment Fund Managers Directive (AIFMD). Goodwin law firm provides in-depth discussions on these topics. The SEC’s updated guidelines…
In the ongoing development of digital asset law, Grayscale Investments, LLC finds itself at the forefront of a crucial determination by the Court of Appeals for the District of Columbia. The court dubbed the Securities and Exchange Commission’s (SEC) denial of Grayscale’s spot Bitcoin (BTC) exchange-traded fund (ETF) application as “arbitrary and capricious” and consequently…
As we navigate through the final quarter of the year, we would like to draw attention to a pressing matter concerning companies listed on the NYSE/Nasdaq stock exchanges. The approaching deadline for the implementation of a so-called “Clawback Policy” is one that should not be overlooked. This requirement, made necessary by the Securities and Exchange…
In collaboration with National Competent Authorities (NCAs), the European Securities and Markets Authority (ESMA) launched the Common Supervisory Action (CSA) on July 6, 2023. The main objective of this initiative is to analyze the compliance level of supervised asset managers with various regulations and measures related to sustainable finance. Cadwalader, Wickersham & Taft LLP has…
In a major development within the legal and finance industry, the Securities and Exchange Commission (SEC) has charged media and entertainment company Impact Theory for conducting an unregistered securities offering. Widely recognized as being headquartered in Los Angeles, Impact Theory was accused of carrying out its unregistered securities offering through the sale of non-fungible tokens…
On August 23, the U.S. Securities and Exchange Commission (SEC) reached a final decision on a new rule that considerably amends the compliance obligations for private fund advisers, including those who have traditionally been less strictly regulated. Details on the recent rule changes can be found here. All private fund advisers are now subject to…
The Southern District of New York (SDNY) has recently put forth two rulings potentially causing further confusion around the regulation of crypto assets; simultaneously, though, these decisions appear to hint at coming regulatory developments. In an earnestly anticipated ruling, Judge Analisa Torres was of the viewpoint that particular sales conducted by Ripple Labs, Inc. (Ripple)…
Corporations around the globe, particularly those operative within the domain of worldwide investing, may find themselves confronted by a new set of challenges brought about by the EU’s recently implemented environmental, social, and governance (ESG) disclosure rules. These guidelines have been designed to enhance awareness of investors, stakeholders, and securities regulators alike. However, the fragmented…
In a strategic move reflecting redistributions within the legal industry, leading international and domestic law firms are strengthening their team formations across Japan, Hong Kong, and Singapore. These recruitments have seen firms enhancing their competencies in core areas such as banking & finance, construction, and dispute resolution. Notably, Angelia Kodama has taken major strides with…