In the registered fund world, we spent much of the past year focused on complying with – and implementing – new, operationally complex rules covering derivatives, valuation and fund-of-fund investments, among others. This year, I expect the SEC to examine fund and adviser compliance with the technical aspects of those newly implemented rules, including a review of applicable policies and procedures. Despite notable industry resistance, I believe the SEC will pursue, substantially as proposed, rules in the areas of liquidity and swing pricing, service provider oversight and proxy voting.

William T. MacGregor, Registered Funds, New York


In an increasingly aggressive enforcement climate where the SEC is scrutinizing transactions in hindsight with greater skepticism, it is especially important to be mindful of required disclosure and filing requirements. Attention to potential conflicts, consent, transparent disclosures and timely filings during the course of the transaction is key. Even the smallest of foot faults can become the subject of an enforcement inquiry, at which point it will be too late to fix any mistakes.

Robert Pommer, Securities Litigation, Washington, D.C.


Over the course of 2023, the looming tidal wave of proposed SEC regulations will come crashing down as these proposed rules are finalized and adopted, affecting private fund advisers in particular. The cumulative effect on investment advisers, operationally and financially, seems likely to be the most impactful development in the regulatory space this year. Even now, many investment advisers are finding their bandwidth and budgets under strain from existing regulatory and investor-driven mandates. This will only increase as those burdens become even larger and more complex, potentially accelerating consolidation across the industry.

Robert H. Sutton, Private Funds, New York


The flurry of SEC rule proposals portend major changes for public operating companies, such as extensive ESG disclosure and restrictions on corporate stock buy-backs. However, the biggest impact currently is not the rule proposals, rather it is the tightened enforcement environment. There is an ESG enforcement task force primed to scrutinize the new disclosures, and stock trading by insiders is under more scrutiny as companies start to comply with new rules on insider trading plans.

Frank Zarb, Capital Markets, Washington, D.C.

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Photo of William MacGregor William MacGregor

William MacGregor is a partner in the registered funds group and a member of the investment management practice. Over the last two decades, Bill has held roles in big-law and as in-house counsel at preeminent firms equipping him with a unique perspective and…

William MacGregor is a partner in the registered funds group and a member of the investment management practice. Over the last two decades, Bill has held roles in big-law and as in-house counsel at preeminent firms equipping him with a unique perspective and a deep understanding of asset managers in the registered funds space. His wide-ranging practice includes advising clients on regulatory and transactional matters involving registered open-end and closed-end investment companies and their investment advisers, as well as their independent board members.

Bill works closely with clients on new product development, distribution arrangements and, development and application of compliance programs. In particular, he regularly counsels clients with respect to regulatory issues in relation to regulatory examinations and inquiries, as well as implementation of new regulations and regulatory changes.

Prior to joining Proskauer, Bill served in-house as Executive Vice President, General Counsel and Secretary, at Equitable Investment Management Group.

Photo of Robert Pommer Robert Pommer

Robert W. Pommer III is a partner in the Litigation Department and a member of Proskauer’s Securities Litigation, White Collar Defense & Investigations groups and the Asset Management Litigation team.

Bob’s practice focuses on a broad range of securities-related enforcement and compliance issues.

Robert W. Pommer III is a partner in the Litigation Department and a member of Proskauer’s Securities Litigation, White Collar Defense & Investigations groups and the Asset Management Litigation team.

Bob’s practice focuses on a broad range of securities-related enforcement and compliance issues. He represents private fund managers, financial institutions, public companies, and their senior executives in enforcement investigations and litigation conducted by the SEC, the U.S. Department of Justice, and other governmental entities and financial services regulators. He also conducts internal investigations and counsels investment advisers and public companies on regulatory compliance, corporate governance and other SEC-related issues.

Prior to his career in private practice, Bob served as Assistant Chief Litigation Counsel in the SEC’s Division of Enforcement for nine years. While there, he investigated and litigated several high-profile cases involving complex financial fraud and audit failures. Bob also worked on enforcement actions involving insider trading, investment adviser and broker-dealer issues, market manipulation and other violations of the federal securities laws.

Photo of Robert Sutton Robert Sutton

Robert is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues related…

Robert is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues related to the formation and operation of private equity, credit, real estate, infrastructure, hedge and other private funds.

Rob has a deep knowledge of the market practice of asset managers and in particular, as it relates to Advisers Act-related issues. From some of the largest and most sophisticated firms in the global asset management industry to start-ups and mid-sized firms, Rob’s experience includes a wide spectrum of funds and asset classes across their life cycles. Rob regularly advises on matters in connection with: U.S. investment adviser registration and regulation; Advisers Act and other U.S. securities law issues relating to the formation, marketing and offering of private funds; Identifying and managing conflicts of interest, and addressing related Advisers Act risks, SEC examinations, and exam readiness preparation; Design and implementation of investment adviser compliance policies and procedures; U.S. regulatory issues relating to purchases and sales of investment advisory businesses (minority stake and control stake transactions, buy-side and sell-side representations); Advisers Act and other U.S. regulatory issues relating to private fund restructurings and recapitalizations, strip sales, continuation fund formations and similar transactions; Advisers Act issues relating to the formation of SPACs by investment advisers; and, Investment Company Act status analyses of private fund structures, investment transaction structures and other non-registered investment company structures.

Rob has been recognized by his clients and peers for his extraordinary work, gaining various accolades including mentions in preeminent directories such as The Legal 500.  He is also very active within the private funds industry, contributing to numerous publications and collaborating on several speaking engagements.

Prior to joining Proskauer, Rob was a partner in the Investment Funds Group at Kirkland & Ellis.

Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.