Private Equity Funds – Global Investment Law Watch

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: SEC Compliance Outreach on Regulation S-P for Large Firms

Sep 29 2025

By: Jessica D. Cohn and Yonathan Y. Tewelde

On 25 September 2025, staff from the US Securities and Exchange Commission’s (SEC) Divisions of Examinations, Investment Management, and Trading and Markets hosted a webinar discussing the amendments to Regulation S-P and what to expect when Regulation S-P is in scope of an exam. The amendments, among other things, require brokers, dealers, registered investment advisers, investment companies, and transfer agents (covered institutions) to adopt written policies and procedures for incident response programs to address unauthorized access to or use of customer information, including procedures for providing timely notification to individuals affected by an incident involving sensitive customer information with details about the incident and information designed to help affected individuals respond appropriately.

United States: Upcoming SEC Webinar for Large Firms on Regulation S-P

Sep 23 2025

By: Jessica D. Cohn and Yonathan Y. Tewelde

The US Securities and Exchange Commission (SEC) staff will be hosting a webinar on 25 September 2025 regarding the upcoming compliance requirements under the amendments to Regulation S-P. The session is specifically geared toward large firms and is anticipated to cover expectations around incident response programs, including customer notification, the Division of Examinations’ expectations and potential Risk Alerts from the SEC staff.

Europe: Fundamental Reform of UK Taxation of Carried Interest

Jul 31 2025

By: Giles Bavister, Ayesha Gill, and Neil Woodgate

From 6 April 2026, carry will be redefined and taxed in the United Kingdom as deemed UK trade or business income where investment management services (as redefined) are performed in the UK. The relevant draft legislation was published by HMRC in July 2025.

United States: The Great SEC Spring Clean Up–14 Proposals Wiped Away

Jun 13 2025

By: Lance C. Dial, Keri E. Riemer, and Lael R. Franco

Spring is a time of renewal, and the US Securities and Exchange Commission (SEC)–under its new chairman, Paul Atkins–has shown that. On 12 June 2025, the SEC withdrew 14 proposed rules impacting funds and asset managers, including several that had been vigorously opposed by the industry. A complete list is below, but highlights include proposed rules relating to safeguarding (custody), predictive data analytics (AI), ESG-related disclosures, outsourcing and cybersecurity.

United States: STOP! START AGAIN! JUST KIDDING, STOP AGAIN! SEC Provides 11th Hour Extension of Compliance Date for Amended Form PF

Jun 11 2025

By: Pablo J. Man and Ruth E. Delaney

With less than a day to go before the 12 June 2025 compliance date for the SEC and CFTC’s jointly adopted amendments to Form PF, the SEC, together with the CFTC, voted today to further extend the compliance date for the amended form to 1 October 2025.

Europe: UK’s FCA Intensifies Scrutiny on Private Markets Valuations

Apr 07 2025

By: Daniel Greenaway and Flavio Picaro

The UK’s Financial Conduct Authority has published the findings of its multi-firm review of valuation processes for private market assets. This review follows the highlighting of vulnerabilities in private markets stemming, in part, from opaque valuations, in both the Bank of England’s June 2024 Financial Stability Report and IOSCO’s September 2023 report on emerging risks in private finance markets.

Australia: Review Recommends No Increases to Wholesale Client Test, Encourages Further Review

Feb 19 2025

By: Kane Barnett

The Parliamentary Joint Committee on Corporations and Financial Services (Committee) has been inquiring into the wholesale investor test for offers of securities, and the wholesale client test for financial products and services in the Corporations Act 2001 (Inquiry) (see our previous post). The Committee has now released its report from the Inquiry.

United States: “Oops, I was a Broker!?” SEC Cracks Down on Investment Adviser Representatives Acting as Unregistered Brokers

Jan 15 2025

By 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.

United States: Federal Court Vacates SEC’s Expanded Dealer Definition

Nov 25 2024

By: 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.

Tag:Private Equity Funds