By: Keri E. Riemer and Richard F. Kerr
As part of its effort to provide greater clarity on the application of federal securities laws to crypto assets, on 1 July 2025, the SEC’s Division of Corporation Finance (Division) released a statement (Statement) addressing its views about the application of certain disclosure requirements to crypto asset exchange-traded products (ETPs).
Read MoreBy: Michelle Lloyd and Shane Geraghty
The Central Bank of Ireland (CBI) and the Securities and Futures Commission of Hong Kong (SFC) entered into a Memorandum of Understanding on 14 May 2025 establishing a framework for the mutual recognition of funds (MRF) between the two jurisdictions.
Read MoreBy: TJ Bright, Matthew F. Phillips, and Kate E. Miller
Small Business Investment Companies (SBICs), which invest in qualifying small businesses in the United States, are eligible to receive Small Business Administration (SBA)-guaranteed debentures at favorable rates to finance their investment activities. Standard SBIC debentures typically have 10-year terms with interest payments due semi-annually, and a lump-sum payment of the principal at maturity.
Read MoreBy: Michael Ruck, Rosie Naylor, and Helen Phizackerley
In November 2024, the UK FCA released a Consultation which seeks to clarify its proposed approach to publicising ongoing enforcement action—dubbed the “name and shame” plan—and to assure the wider market of the plan’s benefits. Responses are due by 17 February 2025.
Read MoreBy 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.
Read MoreBy: 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.
Read MoreBy: 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.
Read MoreBy: 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).
Read MoreBy: Emma O’Dwyer, Aoife Maguire, and Hazel Doyle
On 12 August 2024, the UK’s Financial Conduct Authority released updated information on its website page on the Overseas Funds Regime (OFR). It provides details on how UCITS management companies (Operators) can register for FCA Connect – which is the first step for any Operator looking to register funds under the OFR. See our previous OFR-related blogs for more information on the OFR.
Read MoreBy: Kenneth Holston, Cheryl L. Isaac, Matthew J. Rogers, Jordan A. Knight, and Bradley D. Bostwick
On 27 June 2024, ISDA published the ISDA Close-out Framework, an interactive decision tree that market participants can use to help prepare for potential terminations of collateralized derivatives contracts that are documented under an ISDA Master Agreement. The ISDA Close-out Framework was launched in response to the March 2023 failures of Signature Bank and Silicon Valley Bank, which shed light on the complexities of terminating swaps and other over-the-counter derivatives in the multifaceted post-financial crisis swap regulatory regimes. ISDA designed this framework in response to feedback from the derivatives industry that factors such as segregated margin and stays on the exercise of termination rights and remedies makes terminating and closing out derivatives contracts increasingly complex.
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