Considerations for Asian fund managers under the US New partnership audit regime

2018 ◽  
Vol 19 (3) ◽  
pp. 39-41
Author(s):  
Anne-Marie Godfrey ◽  
Stuart Leblang ◽  
Ron Grabov-Nardini ◽  
Monte Jackel
Keyword(s):  
Economic Burden ◽  
Design Methodology ◽  
Internal Revenue Service ◽  
Investment Fund ◽  
Fund Manager ◽  
Content Type ◽  
Fund Managers ◽  
The Us ◽  
Practical Guidance ◽  
Practical Implications

Purpose This paper aims to explain how the Bipartisan Budget Act of 2015, as modified by the Protecting Americans from Tax Hikes Act of 2015, changes the way the US Internal Revenue Service will conduct audits of collective investment vehicles treated as partnerships for US tax purposes. Design/methodology/approach This study explains the entities covered by the new partnership audit regime, the effective dates of the new regime and steps to be taken by funds covered by the new audit regime. Findings The results show that the new regime creates a liability at the partnership level for any unpaid tax, placing the tax burden on current-year partners. Practical implications A fund manager should determine whether the new audit regime is applicable to any of the funds he or she is managing and, if so, amend the fund documents to accommodate the new audit rules, providing a mechanism to elect and supervise a partnership representative, a mechanism to allocate the economic burden of the tax to the appropriate partners and a procedure for selecting the method to calculate the amount of the fund’s tax liability attributable to an audit. Originality/value This study provides practical guidance from experienced investment, fund and tax lawyers.

US Securities and Exchange Commission settles administrative action against fund manager concerning use of fund assets to pay management company expenses

2015 ◽  
Vol 16 (4) ◽  
pp. 55-58
Author(s):  
Amy Ward Pershkow ◽  
Adam D. Kanter
Keyword(s):  
Securities And Exchange Commission ◽  
Fund Manager ◽  
Content Type ◽  
Fund Managers ◽  
Administrative Action ◽  
The Us ◽  
Administrative Proceeding ◽  
Administrative Proceedings ◽  
Taking Action ◽  
Practical Implications

Purpose – To explain a recently settled administrative proceeding that the US Securities and Exchange Commission (SEC) brought against a private fund manager in connection with the use of fund assets to pay for the manager’s operating expenses. Design/methodology/approach – Explains the major takeaways from the settled case, and places them in the context of prior administrative proceedings and public statements from SEC staff. Findings – This case is the latest example of the SEC taking action against a private fund manager related to the improper deduction or allocation of expenses, and related disclosure lapses, and further cases are expected in the future. Practical implications – Private fund managers should examine their practices involving the reimbursement and allocation of expenses and related disclosures to fund investors. Originality/value – Practical guidance and explanation from experienced securities regulatory lawyers.

SEC touts whistleblower award to a compliance professional – use care in responding to reports of potential violations

2015 ◽  
Vol 16 (1) ◽  
pp. 77-78
Author(s):  
Mark Srere ◽  
Mary Beth Buchanan ◽  
Elaine Koch ◽  
Jennifer Mammen ◽  
Tyson A. Johnson
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Content Type ◽  
Compliance Programs ◽  
The Us ◽  
Compliance Audit ◽  
Practical Guidance ◽  
Credible Information ◽  
Practical Implications

Purpose – To highlight the first award granted under the US Securities and Exchange Commission Whistleblower Program to a compliance professional. Design/methodology/approach – Explains the first award issued to a compliance professional under the SEC’s Whistleblower program and the rules for issuing such an award. Findings – The SEC has emphasized this award to a compliance professional, noting that individuals performing compliance, audit, and legal functions are on the front lines against fraud and corruption and are often privy to the very kinds of specific, timely, and credible information that can prevent an imminent fraud or stop an ongoing fraud. The SEC’s specific courting of compliance and audit personnel makes it even more important for companies to pay particular attention to complaints raised by those individuals. Practical implications – Companies should continue to take steps to ensure that they have vigorous compliance programs in place to detect potential issues and to respond immediately and effectively to internally reported information. Originality/value – Practical guidance from experienced regulatory and employment lawyers.

SEC adopts rules to modernize and simplify disclosure

2019 ◽  
Vol 20 (2) ◽  
pp. 1-8
Author(s):  
Laura D. Richman ◽  
David S. Bakst ◽  
Robert F. Gray ◽  
Michael L. Hermsen ◽  
Anna T. Pinedo ◽  
...  
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Confidential Information ◽  
Content Type ◽  
Disclosure Requirements ◽  
The Us ◽  
Rule Changes ◽  
Practical Guidance ◽  
Material Information ◽  
Practical Implications

Purpose To describe the modernization and simplification amendments of certain disclosure requirements of Regulation S-K and related rules and forms recently adopted by the US Securities and Exchange Commission (SEC). Design/methodology/approach This article provides an overview of the amendments, their effective dates and related practical considerations for companies. Findings The amendments cover many provisions within Regulation S-K and affect various forms that rely on the integrated disclosure requirements of Regulation S-K. The amendments are designed to enhance the readability and navigability of SEC filings, to discourage repetition and disclosure of immaterial information and to reduce the burdens on registrants, all while still providing material information to investors. The amendments contain several changes relating to confidential information contained in exhibits. For consistency, parallel amendments have been adopted to rules other than Regulation S-K, as well as to forms for registration statements and reports. Practical implications Most of the amendments are effective May 2, 2019. The amendments relating to the redaction of confidential information in certain exhibits became effective April 2, 2019. Given these dates, companies should review the rule changes implemented by the amendment now and consider how they will impact their disclosure in upcoming SEC filings. Originality/value Practical guidance from experienced lawyers in the Corporate & Securities practice.

OCIE issues risk alert on the most frequently identified advisory fee and expense compliance issues

2018 ◽  
Vol 19 (4) ◽  
pp. 1-3
Author(s):  
Robert Van Grover
Keyword(s):  
Design Methodology ◽  
Best Practice ◽  
Investment Management ◽  
Content Type ◽  
Informed Decisions ◽  
Policies And Procedures ◽  
The Us ◽  
Investment Advisers ◽  
Practical Implications

Purpose To summarize and interpret a Risk Alert issued on April 12, 2018 by the US SEC’s Office of Compliance Inspections and Examinations (OCIE) on the most frequent advisory fee and expense compliance issues identified in recent examinations of investment advisers. Design/methodology/approach Summarizes deficiencies identified by the OCIE staff pertaining to advisory fees and expenses in the following categories: fee billing based on incorrect account valuations, billing fees in advance or with improper frequency, applying incorrect fee rates, omitting rebates and applying discounts incorrectly, disclosure issues involving advisory fees, and adviser expense misallocations. Findings In the Risk Alert, OCIE staff emphasized the importance of disclosures regarding advisory fees and expenses to the ability of clients to make informed decisions, including whether or not to engage or retain an adviser. Practical implications In light of the issues identified in the Risk Alert, advisers should assess the accuracy of disclosures and adequacy of policies and procedures regarding advisory fee billing and expenses. As a matter of best practice, advisers should implement periodic forensic reviews of billing practices to identify and correct issues relating to fee billing and expenses. Originality/value Expert guidance from experienced investment management lawyer.

SEC permits abbreviated tender and exchange offers for non-convertible high-yield and investment-grade debt securities

2015 ◽  
Vol 16 (3) ◽  
pp. 28-29
Author(s):  
Ian B. Blumenstein ◽  
J. Eric Maki ◽  
John T. Owen
Keyword(s):  
Design Methodology ◽  
High Yield ◽  
Content Type ◽  
Efficient Mechanism ◽  
Practical Guidance ◽  
Traditional Structures ◽  
Investment Grade ◽  
Practical Implications

Purpose – To advise companies of a recent SEC no-action letter relating to tender and exchange offers for certain debt securities. Design/methodology/approach – Reviews various conditions allowing an issuer to use a shortened timeframe in which certain debt tender/exchange offers need be kept open for as few as five business days. Findings – The abbreviated debt tender/exchange offer structure contemplated by the no-action letter provides a more efficient mechanism for conducting debt tender/exchange offers in certain circumstances. Practical implications – Issuers conducting a debt tender/exchange offer should consider whether the new abbreviated structure is more effective in achieving their objectives than the more traditional structures. Originality/value – Practical guidance from experienced securities regulatory lawyers that gives an overview of important developments in debt tender/exchange offer practice.

SEC permits all issuers to submit confidential draft registration statements

2017 ◽  
Vol 18 (4) ◽  
pp. 16-21
Author(s):  
Andrew Brady ◽  
Brian Breheny ◽  
Michelle Gasaway ◽  
Stacy Kanter ◽  
Michael Zeidel ◽  
...  
Keyword(s):  
Corporate Finance ◽  
Design Methodology ◽  
Review Process ◽  
Going Public ◽  
Content Type ◽  
Submission Process ◽  
The Us ◽  
Practical Guidance ◽  
Jobs Act ◽  
A Company

Purpose To explain the US Securities and Exchange Commission’s (SEC’s) June 29, 2017 announcement (as updated August 17, 2017) that the staff of its Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic review, thereby expanding a popular benefit previously available only to emerging growth companies (ECGs) under the JOBS Act and, in limited circumstances, to certain foreign private issuers under historical Staff practices. Design/methodology/approach Explains the rationale and limitations of the new policy, the existing confidential submission process, the expanded class of issuers and transactions that now qualifies for the nonpublic review process, and content and staff processing details. Findings Recognizing that the confidential submission process for EGCs proved highly popular and quickly became standard practice for eligible companies seeking to conduct an IPO, the SEC has made the nonpublic review process available to an expanded class of issuers and transactions. The expanded confidential submission process for IPOs addresses some of the typical concerns associated with engaging in the IPO process by giving a company more time and flexibility to determine whether it actually will be able to achieve the benefits of going public before it incurs the burdens and expenses of doing so. Originality/value Practical guidance from experienced securities and corporate finance lawyers.

The SEC turns up the heat on private equity expense allocations

2016 ◽  
Vol 17 (2) ◽  
pp. 35-38
Author(s):  
Samuel Lieberman ◽  
John T. Araneo
Keyword(s):  
Financial Services ◽  
Private Equity ◽  
Equity Fund ◽  
Content Type ◽  
Private Equity Fund ◽  
Fund Managers ◽  
Compliance Programs ◽  
Raising Awareness ◽  
The Us ◽  
Practical Implications

Purpose To discuss the US Securities and Exchange Commission’s (“SEC’s”) increasing focus on disclosure and conflict-of-interest problems arising from how private equity fund (“PE Fund”) managers allocate expenses between management and fund investors. Design/methodology/approach This article summarizes the background of this focus on expense allocations and, drawing from the recent SEC enforcement actions focused on this issue, and identifies the types of both expenses and disclosures that have caught SEC attention. Findings After spending the first two or three years post Dodd-Frank raising awareness of these issues, the SEC has begun to impose large fines over expense-allocation conflicts and disclosure issues. Practical implications It is imperative for PE Fund managers to retain counsel to review their fund offering documents, expense allocation practices, and compliance programs to ensure consistency with the SEC’s recent decisions on these issues. Originality/value Practical guidance from experienced financial services lawyers.

Virtual currency in sanctioned jurisdictions: stepping outside of SWIFT

2019 ◽  
Vol 20 (2) ◽  
pp. 39-44 ◽  
Author(s):  
Katherine Kirkpatrick ◽  
Christine Savage ◽  
Russell Johnston ◽  
Matthew Hanson
Keyword(s):  
Best Practices ◽  
Design Methodology ◽  
Virtual Currency ◽  
Content Type ◽  
The Us ◽  
Expert Analysis ◽  
Practical Implications ◽  
Foreign Assets

Purpose To understand and analyze sanctions evasion and enforcement via virtual currencies. Design/methodology/approach Discusses various jurisdictions’ attempts to further the use of virtual currency to facilitate and maximize access to international funds; analyzes the aspects that make virtual currency uniquely suited to evade sanctions; suggests best practices for industry participants to be sure to account for the differences in crypto asset structure and related risks. Findings The US Treasury Department’s Office of Foreign Assets Control (OFAC) has explicitly stated that despite virtual currency’s anonymity, industry participants are still responsible for policing and enforcing client compliance. Although sanctioned jurisdictions are thinking creatively about ways around SWIFT, the use of virtual currency to skirt sanctions presents certain challenges. Practical implications Virtual currency industry participants should understand OFAC’s specific guidance regarding compliance obligations in the cryptocurrency space, and should implement best practices and conservative measures to avoid unknowingly running afoul of sanctions laws. Originality/value Expert analysis and guidance from experienced investigations and sanctions lawyers.

Parties push to enforce statutory time limits on SEC enforcement actions

2015 ◽  
Vol 16 (3) ◽  
pp. 30-32
Author(s):  
Benjamin Neaderland ◽  
Jared Cohen
Keyword(s):  
Design Methodology ◽  
District Of Columbia ◽  
Securities And Exchange Commission ◽  
Courts Of Appeals ◽  
Content Type ◽  
Time Limits ◽  
Court Of Appeals ◽  
Securities Law ◽  
The Us ◽  
Practical Implications

Purpose – To alert companies and individuals subject to regulation and investigation by the US Securities and Exchange Commission (SEC) of potential arguments to enforce time limits on enforcement actions that have heretofore commonly been ignored. Design/methodology/approach – Analyzes two cases - one recently decided and one pending - in US Courts of Appeals, explains significance of issues at stake. Findings – The Courts of Appeals for District of Columbia Circuit has recently reviewed, and the Court of Appeals for the 11th Circuit will soon decide whether statutory timing provisions effectively remove SEC power to bring enforcement actions past their deadlines, at least in some circumstances. Practical implications – Depending on the outcomes of the cases, companies and individuals may gain a new procedural defense or two against SEC enforcement actions. They may also expect the SEC to respond by more actively seeking tolling agreements, and/or being more cautious in issuing Wells notices. Originality/value – Guidance based on pending decisions interpreting US securities law, may bring regulatory adjustments to agency practice and procedure.

David’s view of Goliath in open innovation

2017 ◽  
Vol 33 (4) ◽  
pp. 1-3
Keyword(s):  
Open Innovation ◽  
Design Methodology ◽  
Open Spaces ◽  
Content Type ◽  
Start Up ◽  
The Us ◽  
Pertinent Information ◽  
Stereotypical Image ◽  
Practical Implications ◽  
Super Cool

Purpose This paper aims to review the latest management developments across the globe and pinpoint practical implications from cutting-edge research and case studies. Design/methodology/approach This briefing is prepared by an independent writer who adds their own impartial comments and places the articles in context. Findings The stereotypical image of a new start-up has probably been driven either by pictures in Wired magazine – where they are super-cool, achingly on-trend lofts with huge open spaces and juicing machines – or by the US sitcom Silicon Valley where young men are sat in some guy’s kitchen fighting over the least rancid mug for a cup of instant coffee. There is a happy medium, and it is a very large place as almost no start-up is like this, and they are like almost everything else. They are probably like the very office you work in every single day. Practical implications The paper provides strategic insights and practical thinking that have influenced some of the world’s leading organizations. Originality/value The briefing saves busy executives and researchers hours of reading time by selecting only the very best, most pertinent information and presenting it in a condensed and easy-to-digest format.

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