Private Funds

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.   

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

Background

On 5 March 2025, the United Kingdom’s Financial Conduct Authority (“FCA”) published the findings of its multi-firm review of valuation processes for private market assets (the “Review”). The Review covered firms operating in range of private asset classes, including: venture capital, infrastructure (equity and debt), private equity and private debt.

The Corporate Transparency Act (the CTA) requires a range of entities, primarily smaller, unregulated companies, to file reports with FinCen, and arm of the Treasury Department, identifying the entities’ beneficial owners, and the persons who formed the entity.  The purpose of the CTA was to aid in the detection of terrorism, money-laundering, and tax evasion. 

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