- FinCEN has now adopted its previously‑proposed two‑year delay in the effective date for the investment adviser AML rule (including the requirements to establish AML programs and file SARs) until January 1, 2028.
- FinCEN also reaffirmed its intent to use this period to further review and tailor the rule, and it
Private Funds
SEC Proposes Expanded “Small Entity” Definitions for Purposes of the Regulatory Flexibility Act
On January 7, 2026, the Securities and Exchange Commission (the “SEC”) proposed updates to the definition of “small entity” for purposes of the Regulatory Flexibility Act (the “RFA”). Although the proposed changes, if adopted, would not directly affect the regulatory burden of any entity, over the long term, they could have a substantial impact on…
CFTC Issues No‑Action Relief Easing Registration Requirements for Private Fund Managers
Overview
On December 19, 2025, the Commodity Futures Trading Commission (the “CFTC”) issued a no‑action letter (the “No‑Action Letter”) that permits many private fund managers registered with the Securities and Exchange Commission (the “SEC”) to forgo registering with the CFTC as commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) or to withdraw existing CPO/CTA…
SEC Division of Investment Management Director Brian Daly Signals Innovation-Forward Agenda, Positioning AI at the Forefront of SEC Strategy
By Robert Sutton, Nathan Schuur & Caroline Spillane on
On December 2, 2025, Brian Daly, Director of the Securities and Exchange Commission (the “SEC”) Division of Investment Management (the “Division”), delivered remarks to the American Bar Association outlining the Division’s top priorities under his leadership: deregulation, modernization, democratization, and artificial intelligence (“AI”).
Daly noted that the Division’s agenda will largely be driven by the…
SEC Again Extends Short Sale and Securities Lending Rules’ Compliance Deadlines to 2028 While It Considers Response to Court Ruling
On December 3, 2025, the Securities and Exchange Commission (the “SEC”) issued an exemptive order to postpone the compliance deadline for Rule 13f-2 under the Securities Exchange Act of 1934 by two years. The new deadline for compliance is January 2, 2028. Rule 13f-2 was adopted in October 2023 and compliance had already been extended…
Supreme Court to Decide Whether Section 47(b) Creates a Private Right of Action Under the Investment Company Act of 1940
Overview
On December 10, 2025, the United States Supreme Court will hear arguments in FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. to resolve a circuit split and determine whether there is a private right of action for violations of the Investment Company Act of 1940, as amended (the “1940 Act”).
SEC Guidance on the Government Shutdown
By Louis Rambo, Nathan Schuur, Robert Sutton & Frank Zarb on
As of 12:01 am on October 1, 2025, congressionally appropriated funding lapsed for most operations of the United States government. Though the government has shut down, business continues, and market participants that need to interact with the Securities and Exchange Commission (the “SEC”) in order to complete a transaction may encounter delays. Below is a…
FinCEN Formally Proposes Two-Year Delay of Investment Adviser AML Rule
- FinCEN has formally proposed to delay the effective date of the investment adviser AML rule from January 1, 2026, to January 1, 2028.
- The amendment itself is narrowly tailored to delaying the effective date, leaving the substance of the rule intact. However, FinCEN has made clear that it may propose
SEC Spring 2025 Agenda: Key Takeaways for Investment Advisers
By Robert Sutton, Nathan Schuur & Sasha Burger on
On September 4, 2025, the Securities and Exchange Commission (the “SEC”) published its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions (the “Reg Flex Agenda”).[1] Twice per year, Federal agencies, including the SEC, must publish an agenda of proposed rulemakings that they anticipate will have a substantial impact on the economy. The Reg…
SEC Releases Statement on Short Sale and Securities Lending Rules Following Remand by 5th Circuit U.S. Court of Appeals
By Louis Rambo, Frank Zarb & Elanit Snow on
A three judge panel of the U.S. Court of Appeals for the Fifth Circuit recently remanded two rules adopted by the SEC in 2023 for further consideration – Rule 13f‑2 (the short sale rule) and Rule 10c1‑a (the securities lending rule), stating that the agency did not properly consider the cumulative economic impact of the…