Governance – Global Investment Law Watch

United States: Dele-great!: CFTC Staff Allows CPO Delegation Structures to Remain Intact

Mar 02 2026

By: Sarah Riddell, Pablo Man, and Martina Sandoval Iriarte

As previously discussed in our client alert, the industry celebrated the no-action relief from registration as a commodity pool operator (CPO) (the Relief). The Relief, however, raised certain questions in connection with the Commodity Futures Trading Commission (CFTC) staff’s class delegation relief under CFTC No-Action Letter No. 14-126 (Letter 14-126), which requires that the “Designated CPO” to whom the non-registrant (i.e., the “Delegating CPO”) delegates CPO responsibilities be a registered CPO. In particular, the Relief called into question whether private fund general partners or boards of directors of offshore private funds, who are Delegating CPOs, would need to continue delegating CPO responsibilities to a registered CPO pursuant to Letter 14-126 or whether they could instead delegate these responsibilities to a registered investment adviser that relied on the Relief.

United States: Second Circuit Applies Loper Bright to Reject Reliance on SEC Definition of Investment Adviser in Enforcement Action

Feb 27 2026

By: Thoreau A. Bartmann, Theodore L. Kornobis, and Varu Chilakamarri

The SEC has long taken the position that the “expectation” of receiving profits can satisfy the “receipt of compensation” element needed to be an investment adviser. In an important new summary order, and one of the first applying Loper Bright to the SEC, the Second Circuit vacated Advisers Act liability after concluding that courts must independently construe the statutory definition of “investment adviser” rather than defer to the SEC’s interpretation. The decision has potential implications whenever the SEC relies on its own interpretations of the securities laws in enforcement proceedings.

United States: It’s Official-The SEC Issues a Revised Enforcement Manual for the First Time in Nearly a Decade

Feb 25 2026

By: Thoreau Bartmann, Theodore Kornobis, and Neil Smith

Understanding the SEC’s Revised Enforcement Manual

Understanding the SEC’s enforcement approach is critical for practitioners and regulated entities alike. One of the few public documents describing how the Division of Enforcement conducts its business is the Enforcement Manual, which provides guidance to staff on conducting investigations, engaging with parties, and resolving matters—including the Wells process and cooperation credit.

United States: From Fast Track to Fine-Tuned: How the SEC’s New Form N-PORT Proposed Amendments Refine the Rules for Fund Reporting

Feb 20 2026

By: Thoreau A. Bartmann and Christine Mikhael

On 19 February 2026, the SEC proposed further amendments to Form N-PORT (2026 Proposal). In August 2024, the SEC adopted amendments to Form N-PORT that required more frequent and accelerated reporting for registered investment companies (the 2024 Amendments). The 2024 Amendments would have required registered investment companies to file monthly Form N-PORT reports within 30 days of month-end and would have required information related to the newly amended Investment Company Act Names Rule (Names Rule).

Australia: ASIC’s REP 820: Raising the Bar for Australia’s Private Credit Market

Nov 18 2025

By: Matthew Watts and Michelle Huo

Australia’s private credit market has experienced remarkable growth in recent years, with some estimates valuing it at approximately $200 billion.

Europe: European Commission Delays “Non-Essential” Level 2 Measures Concerning AIFMD II and the UCITS Review

Oct 08 2025

By: Gayle Bowen, Shane Geraghty, Mathieu Volckrick, and Dr. Philipp Riedl

In a letter dated 1 October 2025, the European Commission has announced that it will not adopt any non-essential Level 2 acts in respect of AIFMD II or the UCITS review, before 1 October 2027 at the earliest. The list of “non-essential” measures now postponed includes technical standards (i) for loan-originating funds to maintain open-ended features and (ii) on information exchange between national regulators and EU institutions.

It is further reported that the Commission has considered amending, or even repealing, certain acts via an Omnibus package dedicated towards Level 2 measures.

The European Securities and Markets Authority was due to deliver the final draft measures on open-ended loan-originating funds to the Commission this month following their earlier consultation on this topic. It is unclear whether this will now happen.

The Commission letter comes as EU Member States are preparing for AIFMD II implementation.

In Ireland, the Department of Finance issued a Feedback Statement exercising a number of discretionary provisions provided to Member States under the Level 1 Directive. The Central Bank has also commenced a consultation on a complete overhaul of the Irish private funds regime, proposing a copy-out approach to AIFMD and relaxing a number of its requirements, to align with other EU jurisdictions.

On 3 October, Luxembourg published its draft transposition legislation implementing the AIFMD/UCITS review into national law. According to an initial assessment, the Bill implements the provisions of the AIFMD review on a one-to-one basis, without gold plating and exercises several options provided to Member States under the Level 1 Directive.

Germany published its draft legislation implementing AIFMD/UCITS review on 9 July and has also adopted a copy out approach without any gold plating.

United States: The SEC “Flexes” Its (De)Regulatory Agenda

Sep 05 2025

By: Jennifer L. Klass, Lance C. Dial, and Pablo J. Man

The SEC’s latest regulatory agenda has officially been unveiled, and according to Chair Atkins the “regulatory agenda reflects that it is a new day” at the SEC. The regulatory agenda not only aims to clarify the regulatory framework for cryptocurrencies but also focuses on proposals to reduce compliance burdens and facilitate capital formation, including by providing investor access to private businesses.

United States: The White House Working Group on Digital Asset Markets Report: Establishing Clear Regulation Based on a Digital Assets Taxonomy

Aug 19 2025

By: Sarah V. Riddell and Vivian K. Bridges

The President’s Working Group on Digital Asset Markets Report (the Report) emphasizes that a clearly defined taxonomy is essential for establishing a regulated digital asset market and identifying the appropriate federal regulator (i.e., the SEC or CFTC) based on a digital asset’s functions.

Europe: UK Consultations on Reducing the Burden of the FCA Senior Managers Regime

Aug 04 2025

By: Zainab Kuku, Philip Morgan, and Andrew Massey

As part of the UK government’s strategy to boost the competitiveness of the UK financial services sector and support growth, the overall burdens of the Senior Managers & Certification Regime (SMCR) are to be reduced “by 50%”.

Australia: Full Federal Court Finds in Favour of ASIC Appeal Concerning the Scope of the “Authorised Representative” Exemption

Jun 11 2025

By: Kane Barnett and Isaac Gilmore

The Full Federal Court (the Court) has ruled in favour of the Australian Securities and Investments Commissions’ (ASIC) appeal as to whether BPS Financial Pty Ltd (BPS) could rely on the ‘authorised representative’ exemption in relation to issuing their ‘Qoin Wallet’ product (see our previous post for background). 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 Australian financial services licence (AFS licence) without having to hold an AFS licence itself.

Tag:Governance