By: Áine Ní Riain and Gayle Bowen
The Central Bank of Ireland (CBI) has announced a streamlined filing process for Irish UCITS and AIFs seeking to change their name to comply with the European Securities and Markets Authority’s guidelines on funds’ names using ESG or sustainability-related terms (the Guidelines).
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.
All firms paid financial penalties and unlike the SEC’s enforcement against firms last week for their failure to file Forms 13Fs and 13H, there was no indication that any of the firms in this settlement self-reported their violations. In addition, although not included in last week’s actions, one of the firms separately settled for failing to timely file Forms 13F. The SEC indicated that its staff used data analytics to identify the charged entities and individuals as filing required reports late.
Schedules 13D and 13G are designed to provide information about the holdings of investors who beneficially own more than five percent of any registered voting class of certain equity securities (including registered closed-end funds). Meanwhile, Forms 3, 4, and 5 are designed to provide information about public company stock transactions by corporate officers, directors, or certain investors who beneficially own more than 10 percent of the stock.
The filing requirements here are not limited to asset managers or US entities and apply to investors, domestic or foreign. These enforcement actions serve as a reminder for firms to review their Section 13 obligations, and to take note of upcoming changes to Schedule 13G deadlines, and the new requirement to file after any material changes.
By Cheryl L. Isaac, Matthew J. Rogers, and Benjamin C. Skillin
On 20 September 2024, the Commodity Futures Trading Commission (CFTC) released final guidance regarding the listing of voluntary carbon credit (VCC) derivative contracts on CFTC-registered exchanges known as designated contract markets (DCMs). VCCs are tradable, intangible instruments issued by a carbon crediting program and generally represent the equivalent of one metric ton of carbon dioxide avoided or removed from the atmosphere. As with other commodities, the CFTC does not have regulatory authority over VCCs, but can promulgate guidance and regulations related to derivatives on VCCs.
Read MoreBy: Ed Dartley and Jamie M. Robinson
On 18 September 2024, the Federal Open Market Committee lowered the benchmark federal funds rate by 50 basis points to a target range of 4.75-5%. While this is welcome news on many levels, we expect that in the coming months it will have a real and positive impact on private equity sponsors, and particularly mid-sized and smaller sponsors.
Read MoreBy: Robert L. Sichel and Ruth E. Delaney
In July, two federal district courts in Texas stayed the effective date (slated for 23 September) of the Department of Labor’s (DOL’s) amended fiduciary rule that would define when a financial professional is acting as a “fiduciary” under ERISA by virtue of providing nondiscretionary investment advice to participants in 401(k) plans, IRAs, and similar clients. On Friday 20 September 2024, the DOL informed the courts that the DOL is appealing to the United States Court of Appeals for the Fifth Circuit to reverse the lower courts’ decisions.
Read MoreBy: Cheryl L. Isaac, Matthew J. Rogers, and Benjamin C. Skillin
On 12 September 2024, the Commodity Futures Trading Commission (CFTC) published a Final Rule impacting registered commodity pool operators (CPOs) and commodity trading advisors (CTAs) relying on the regulatory relief provided under CFTC Regulation 4.7. “Registration light,” as Regulation 4.7 is sometimes known, provides reduced disclosure, reporting and recordkeeping obligations for CPOs and CTAs that limit sales activities to “qualified eligible persons” (QEPs).
Read MoreBy: Hayley Trahan-Liptak and Taylor A. Listau
On 4 September 2024, the US Securities and Exchange Commission (SEC) announced that it settled charges against affiliated investment-advisers and a broker-dealer over the use of restrictive language in confidentiality agreements, in violation of Rule 21F-17(a) of the Securities Exchange Act of 1934. The firms agreed to pay a combined $240,000 in civil penalties to settle the charges. The enforcement action is the latest in the SEC’s ongoing focus on confidentiality provisions in release agreements; an emphasis that has increasingly focused on investment advisers and broker-dealers.
Read MoreBy: Tsuguhito Omagari and Yuki Sako
On August 28, under the ongoing “Japan as a leading asset management center” policy initiative, the Japanese government adopted “Asset Owner Principles” (Principles), which are five “common principles” that are “useful” for asset owners in “fulfilling their responsibilities to manage assets (fiduciary duties) in consideration of the best interests of the beneficiaries.” Asset owners are described to include public pensions, benefit associations, corporate pensions, insurance companies and university funds. These Principles are:
Read MoreBy: Hilger Von Livonius, Emma O’Dwyer, Aoife Maguire, and Gayle Bowen
On 14 and 15 August 2024, the German Federal Financial Supervisory Authority (BaFin) updated the following guidance notices:
Guidance Notice on marketing of EU UCITS in Germany
Read MoreBy: Kane Barnett and Daniel Nastasi
The Australian Securities and Investments Commission (ASIC) has appealed certain findings in the recent decision in Australian Securities and Investments Commission v BPS Financial Pty Ltd [2024] FCA 457 (BPS Financial Decision) in relation to the scope of the authorised representative exemption. The authorised representative exemption is commonly relied upon and allows a person or entity to provide a financial service under the Corporations Act on behalf of the holder of an AFS licence without having to hold an AFS licence itself.
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