Australia: Why You Should (or Shouldn’t) Use a CCIV
By Kane Barnett
Australia’s new fund vehicle, the corporate collective investment vehicle (CCIV) came in to effect on 1 July 2022. Since then adoption has been meagre to say the least.
Read MoreUnited States: SEC Staff Finds Safeguarding Policies and Procedures Lacking at Branch Offices
By: Keri Riemer and Brian Doyle-Wenger
On 26 April, 2023, shortly after the U.S. Securities and Exchange Commission (SEC) proposed rule amendments that would require broker-dealers and investment advisers (collectively, firms) to comply with enhanced compliance requirements relating to sensitive customer information, the SEC’s Division of Examinations (staff) issued a risk alert highlighting the need for firms to have written policies and procedures for safeguarding customer records and information at their branch offices.
Read MoreEurope: Central Bank’s Dear CEO Letter Highlights Actions to be Addressed by FMCs and AIFMs Without Delay
By Gayle Bowen and Áine Ní Riain
On 24 March, the Central Bank of Ireland issued a “Dear Chair” letter following its review in 2021 of the costs and fees charged to UCITS as part of the ESMA Common Supervisory Action (the CSA).
The letter, which is addressed to Irish UCITS fund management companies (FMCs), sets out the Central Bank’s main findings from the 2021 review and its expectations on actions to be taken by FMCs to address deficiencies identified. Despite the focus being on UCITS FMCs, the Central Bank specifically emphasises that it will expect its findings and actions to be considered also by Irish AIFMs with reference to AIFs under management.
Read MoreAustralia: Ongoing Regulatory Requirements for Issuers Under the Trans-Tasman Mutual Recognition Scheme
By Lisa Lautier and Alexander Lalor
The formal warning recently issued by the New Zealand Financial Markets Authority (FMA) to Vanguard Investments Australia Limited (Vanguard Australia) on 29 March 2023 provides a timely reminder of the ongoing notifications requirements applicable to New Zealand and Australian financial product issuers relying on the trans-Tasman mutual recognition scheme (TMRS).
Read MoreAPAC: Managed Accounts and Conflicts—Part 3: Separate Managed Accounts vs. Funds of One
In our last post, we itemized several incentives motivating many institutional investors to favor management of their investment assets in a separate managed account (SMA) or fund-of-one as opposed to investing those assets in a commingled fund. A key distinction between investing assets in an SMA or fund-of-one that is often overlooked is that the owner/investor in an SMA directly owns those investment assets. This is not true of an investor investing in a fund-of-one. In the latter, the fund owns those assets, not the investor.
Read MoreEurope: Proposed German Legislation Will Support Investments in Renewable Energy Facilities
On 12 April 2023, the German Ministry of Justice (Bundesministerium der Justiz) published a legislative proposal which would broaden the eligible assets for German open-ended real estate funds to include certain renewable energy assets. The proposal mentions both facilities for the generation, transport and storage of electricity, gas or heat from renewable energy sources, and charging stations for electric vehicles and bikes. The proposed rules would, for the first time, allow investment in facilities which are on open land and not directly connected with a building held by the fund. The new rules may also have an impact on non-German real estate funds available to certain German investors. For example, German pension schemes may require that non-German real estate funds share certain features with similar German funds.
Singapore: MAS Publishes Observations From Inspection of Venture Capital Fund Managers
By Edward Bennett and Jordan Seah
Earlier this year, selected market participants were issued a report from MAS on observations from its 2022 inspection of licensed Venture Capital Fund Managers (“VCFMs”).
Having requested that MAS publish its report more widely, the circular is now publicly available here.
Read MorePeople’s Republic of China: Overseas Listing via VIE Structure Becoming Subject to CSRC Filings
By Chloe Duan and Grace Ye
As one of a series of new regulations reforming the securities offering regime by China Securities Regulatory Commission (CSRC) released in February 2023, Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the Measures) came into effect on 31 March 2023. The Measures require companies incorporated within Mainland China seeking offerings and listings of securities in overseas markets (Overseas Offering and Listing) to make filings with CSRC. The Measures are applicable to both direct listings and indirect listings (e.g., red chips, via Variable Interest Entity (VIE) structure, or via Special Purpose Acquisition Company). Hence, VIE is no longer a grey-area scheme for Chinese companies to be listed in overseas markets.
Read MoreEurope: UK Government Proposes To Regulate ESG Ratings Providers
By Philip Morgan and Zainab Kuku
Responding to encouragement from both the FCA and IOSCO, HM Treasury has proposed regulating ESG ratings providers in a consultation paper dated 30 March 2023. It primarily aims to improve the transparency of the methodologies and governance objectives adopted by ESG ratings providers, as well as to mitigate risks arising from conflicts of interest where the rating provider also provides other services to the rated entity.
Read MoreEurope: Significant Changes Proposed to Market Abuse Regulation in the UK
By Michael Ruck and Aurelija Grubytė
HM Treasury and the FCA have completed their joint review of the criminal market abuse regime, and published a joint statement on 24 March 2023. Their observations are relevant to both the criminal and civil market abuse regimes in the UK. Most notably:
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