Markets remain exceptionally volatile following the announcement of the U.S. “Liberation Day” tariffs and retaliatory measures from other countries. While the ultimate path of policy remains uncertain, recent developments are likely to exert continued pressure on valuations and liquidity across private fund portfolios (even if certain policies are paused or rolled back). Historically, in the
The SEC Under Paul Atkins – What to Expect for Registered and Private Offerings, Climate-Related Disclosure, Consolidated Audit Trail, Digital Assets, and Agency Re-Organization
Paul Atkins, who has been nominated by President Trump to serve as Chairperson of the Securities & Exchange Commission, last week completed a short confirmation hearing before the U.S. Senate Banking Committee. Despite its brevity, the hearing provided meaningful clues to Mr. Atkin’s plans if he is confirmed by the Senate to lead the SEC, which appears reasonably assured to occur. On April 3, 2025, the Senate Banking Committee approved his nomination with a vote 13 to 11.
Paul Atkins previously served on the staff of SEC Chairman Richard Breeden, as an SEC Commissioner from 2002 to 2008, and as a member of the Congressional Oversight Panel for the Troubled Asset Relief Program, or TARP following the 2008 financial crisis. Most recently, he founded and ran a regulatory and compliance consulting company.
New Interim Rule Removes CTA Reporting Requirements for U.S. Companies and U.S. Persons
On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule to the U.S. Corporate Transparency Act (“CTA”) that eliminates beneficial ownership information (“BOI”) reporting requirements for domestic entities and U.S. persons. The immediate result of the interim final rule is that no U.S. entities are
SEC Eases Verification Burdens in Rule 506(c) Offerings
The SEC’s Division of Corporation Finance recently issued an interpretive letter[1] providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of Regulation D, a private offering exemption that permits general solicitation. Compared to Rule 506(b), which does not permit general solicitation, Rule 506(c) is
Beyond the Deal: How Do You Expect SEC Exams and Enforcement to Evolve in 2025?
As we head further into 2025, the landscape of SEC exams and enforcement is poised for significant shifts. How will the SEC adapt to emerging trends and evolving market dynamics? In the first issue of Beyond the Deal in 2025, four of our regulatory lawyers weigh in on what to expect. From new regulatory priorities
SEC Extends Compliance Date for Short Sale Reporting Rule to 2026
On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting requirement for institutional investment managers. As a result, the first reporting deadline for reporting short position information on Form SHO
SEC and CFTC Extend Compliance Date for Form PF Amendments
On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three months, from March 12, 2025 to June 12, 2025.[1]
Filers whose fiscal quarter ended on December 31 will now have
The Corporate Transparency Act: The Government Appeals Preliminary Injunction. What To Do Now?
The Corporate Transparency Act (CTA) requires all corporations, limited liability companies, limited partnerships, and many other entities created or registered to do business in any U.S. state to file a beneficial ownership interest report (BOI Report) with the U.S. Financial Crimes Enforcement Network (FinCEN). The BOI Report includes the ultimate beneficial owners of the entity
U.S. District Court Enjoins Enforcement of the Corporate Transparency Act
On December 3, 2024, the United States District Court for the Eastern District of Texas issued a nationwide injunction against enforcement of the Corporate Transparency Act (the “CTA”). The Court found that without an injunction, compliance with the CTA will “almost certainly” cause “substantial, incompensable monetary costs and constitutional harm” to the plaintiffs. The Court
SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports
Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases focusing on the timing of initial filings, amendments, and transitions from Schedule 13G to 13D, as well as Section