The SEC staff has continued to update, refine, and supplement the staff’s longstanding Compliance and Disclosure Interpretations (CD&Is) at a rapid pace to reflect the SEC’s current priorities. Earlier this year, the SEC posted new Securities Act CDIs regarding “integration” issues generally in connection with exempt offerings under Regulation D (the full list is available
Investors
SEC Holds Roundtable on the “Retailization” of Private/Alternative Investments: A Hint of the Agency’s Direction
Last week, on March 4, 2026, the U.S. Securities and Exchange Commission (“SEC”) held a roundtable on retail investments in private market, or “alternative,” investments. Such investments might include, for example, hedge, credit, or other private funds, as well as non‑traded real estate investment trusts (REITs), business development companies (BDCs), a small but potentially growing…
SEC Settlement Highlights Risks for 13G Filers When Moving from Passive to Active Status
The SEC’s recent enforcement settlement involving a fund manager highlights the SEC’s focus on an investor’s “control purpose” triggering the requirement to file on a Schedule 13D as opposed to a short-form 13G. At issue was HG Vora Capital Management’s 5% interest in a public company, and whether it had complied with its obligations to supersede its existing filing with a long-form Schedule 13D filing within 10 days of no longer being “passive.”