Capital Markets

On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs[1] with respect to the beneficial ownership reporting requirements of dissolved entities.  The Corporate Transparency Act requires reporting companies to report to FinCEN information about their beneficial owners and company applicants (a “BOI Report”) and is intended to help prevent and combat money laundering, terrorist financing, tax fraud and other illicit activity. The Beneficial Ownership Reporting Rule (the “BOI Rule”), promulgated by FinCEN in September 2022, establishes the types of entities that are reporting companies and how beneficial owners and company applicants are determined, as well as what information is required to be reported about these entities and individuals.

Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also for investment professionals, support staff and others interested in gaining a quick understanding of the recurring trading issues we tackle for clients, along with the solutions and analyses we have developed over our decades-long representation of hedge funds and their managers.

Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules

A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies.  With the myriad of requirements overlaid with varying timelines, it can be challenging to understand

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions.  The new rules will become effective 125 days after publication in the Federal Register and will apply to transactions that are ongoing at that time, even if they

On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving the applications of 11 different spot Bitcoin exchange‑traded products (the “Approved ETPs”) to each list and trade their shares on a national securities exchange.[1]  As a result, each Approved ETP is expected to commence trading on either the NYSE Arca

On January 12, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs[1] in response to questions received regarding compliance with various aspects of the Corporate Transparency Act’s Beneficial Ownership Reporting Rule (the “BOI Rule”), which came into effect on January 1, 2024.[2]  One such question

On December 21, 2023, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued the final rule on Beneficial Ownership Information Access and Safeguards (the “Access Rule”) laying out the protocols for access to the beneficial ownership database by law enforcement and by eligible financial institutions. The Corporate Transparency Act requires reporting companies

Shorter Filing Deadlines and Expanded Disclosure  

New Guidance on “Group” Formation and Cash Settled Derivative Securities

On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release is available here (the “Adopting Release”).[1] These rules require investors that beneficially own more than 5% of a public company’s equity securities to publicly disclose their beneficial ownership and other related information in either a Schedule 13D or Schedule 13G. The SEC’s rule changes:

On April 20, 2023, the staff of the Securities and Exchange Commission (the “SEC”) published an FAQ‑style bulletin[1] that provides guidance on the care obligations of broker‑dealers and investment advisers in providing investment advice and recommendations to retail investors. The bulletin emphasizes the importance of complying with the Care Obligation of Regulation Best Interest (“Reg BI”) for broker‑dealers and the duty of care enforced under the Investment Advisers Act of 1940, as amended (the “IA fiduciary standard”) for investment advisers (together, the “care obligations”). The care obligations are drawn from key fiduciary principles, including an obligation to act in the retail investor’s best interest and not to place the fiduciary’s interests ahead of the investor’s interest.