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Investment Act/Investment Advisors Act

Important Reminder to 13F Filers – New Vote Reporting Disclosures Required on Form N-PX (due August 31, 2024)

July 30, 2024 | Posted by James J. Moloney; Brian J. Lane Topic(s): Disclosure; Investment Act/Investment Advisors Act; Say on Pay; Securities Regulation

​As a quick reminder, all institutional investment managers filing 13F reports under the Exchange Act (“13F Filers") are subject to a new requirement this year to file a Form N-PX by August 31, 2024.  Form N-PX includes disclosures regarding certain executive compensation-related proposals described below.

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New Vote Reporting Disclosures Required on Form N-PX – Vote Reports Now Extend to All 13F Filers – No Longer Limited to Registered Funds

July 10, 2023 | Posted by James J. Moloney; Andrew L. Fabens Topic(s): Capital Markets; Corporate Governance; Disclosure; Investment Act/Investment Advisors Act; Securities Regulation

​In November 2022, the Securities and Exchange Commission (“SEC”) adopted amended rules that update the existing reporting requirements on Form N‑PX and create new Form N‑PX reporting requirements for institutional investment managers.[1]  The purpose of these amendments is to increase transparency surrounding proxy voting records.  Prior to the adoption of this new rule, registered investment management companies (“Funds”), such as mutual funds and exchange traded funds, were required to publicly report their annual proxy voting records on Form N‑PX.

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SEC Issues New Guidance for Proxy Advisors and Investment Advisers Engaged in the Proxy Voting Process

August 23, 2019 | Posted by Elizabeth A. Ising; James J. Moloney; Ronald O. Mueller; Brian J. Lane; Lori Zyskowski Topic(s): Investment Act/Investment Advisors Act; Proxy Statements and Annual Meetings; Securities Regulation

​​On August 21, 2019, the Securities and Exchange Commission (the Commission) issued two releases (the Releases) regarding two elements of the proxy voting process that are influenced by proxy advisory firms: proxy voting advice issued by proxy advisors (available here) and proxy voting by investment advisers who use that proxy voting advice (availablehere).  The guidance, in the words of Commissioner Elad L. Roisman, “reiterate[s] longstanding Commission rules and positions that remain applicable and very relevant in today’s marketplace."

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House Financial Services Committee Approves Eight Bills Affecting Securities Regulation

July 16, 2014 | Posted by James J. Moloney Topic(s): Corporate Governance; Dodd Frank; Investment Act/Investment Advisors Act; JOBS Act; Miscellaneous; Securities Regulation

Earlier this summer, on May 22, 2014, the Financial Services Committee of the House of Representatives approved eight bills relating to issuer disclosures, public and private capital raising, the liquidity of restricted securities and SEC regulations generally.  These bills, if enacted into law, would incrementally ease the many burdens imposed by the current securities regulatory regime.

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Removal of General Solicitation Ban, Bad Actor Disqualification Rules to Become Effective September 23, 2013; Comment Period on Related Proposed Amendments Also to End September 23, 2013

July 24, 2013 | Posted by Andrew L. Fabens; Stewart McDowell; Peter Wardle Topic(s): Dodd Frank; Investment Act/Investment Advisors Act; JOBS Act; Securities Regulation

The Commission’s final rules to remove the ban on general solicitation and general advertising in offerings pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”) and pursuant to Rule 144A under the Securities Act, and to disqualify felons and certain other “bad actors” from participating in offerings pursuant to Rule 506, were published in the Federal Register today.  As a consequence, the final rules will become effective on September 23, 2013.

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SEC Approves Final Rules to Permit Advertising in Rule 506 and Rule 144A Offerings; Also Proposes Rules to Add Additional Investor Protections

July 11, 2013 | Posted by Andrew L. Fabens; Peter Wardle; Stewart McDowell Topic(s): Dodd Frank; Investment Act/Investment Advisors Act; JOBS Act; Securities Regulation

At an Open Commission Meeting on July 10, 2013, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted final rules to eliminate the prohibition against general solicitation and general advertising (together, “general solicitation”) in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”) and Rule 144A under the Securities Act, as required by Section 201(a) of the Jumpstart Our Business Startups Act (the “JOBS Act”).  Rule 506 currently permits an issuer to raise an unlimited amount of capital in a private placement to an unlimited number of accredited investors and up to 35 non-accredited investors provided that the issuer does not engage in general solicitation; it is the most widely used exemption under Regulation D.  Rule 144A permits the resale of an unlimited amount of securities in a private transaction to qualified institutional buyers.  The Commission approved the rules by a vote of 4-1 with Commissioner Aguilar dissenting.

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Form 13H Filing Requirements for “Large Traders”

February 7, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Investment Act/Investment Advisors Act; Securities Regulation

Under new SEC Rule 13h-1, entities and natural persons must register with the SEC ten (10) days after becoming “large traders,” as defined in the rule.  The initial filing of Form 13H was due by December 1, 2011 for entities and natural persons who were large traders on or after the rule’s October 3, 2011 effective date. Rule 13h-1(b)(1) also requires all large traders to file an annual Form 13H 45 days after each full calendar year-end, unless they have filed for inactive status, and no later than the end of any calendar quarter if the information on the form becomes stale.

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SEC Finalizes Investment Adviser Registration Exemptions and Grants Extension to New Registrants

August 1, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Investment Act/Investment Advisors Act; Securities Regulation

New York partner Edward Nelson, Washington, D.C. partner C. William Thomas and New York associate Ebonie Hazle are the authors of "SEC Finalizes Investment Adviser Registration Exemptions and Grants Extension to New Registrants" [PDF] published in the August 1, 2011 issue of BNA’s Securities Regulation & Law Report.

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The SEC Finalizes Its Private Fund Adviser Registration Rules and Related Exemptions

July 18, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Investment Act/Investment Advisors Act; Securities Regulation

On June 22, 2011, the Securities and Exchange Commission (the “SEC” or the “Commission”) voted to adopt final rules[1] to implement amendments to the Investment Advisers Act of 1940 (the “Advisers Act”) contained in Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).[2] 

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With One Month to Spare, the SEC Will Consider Final Private Fund Adviser Registration Rules

June 9, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Investment Act/Investment Advisors Act; Securities Regulation

On June 22, the SEC will meet to consider adopting final rules and rule amendments to implement the requirements of Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.  The Commission’s press release is available at http://sec.gov/news/openmeetings/2011/ssamtg062211.htm.

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