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Potential Impact of the CTA Enforcement Ban in Texas Top Cop Shop v. Garland et al.

December 13, 2024 by

On December 3, 2024, the U.S. District Court for the Eastern District of Texas filed a preliminary injunction blocking the enforcement of the Corporate Transparency Act (CTA), which mandates companies disclose beneficial ownership information. This injunction was issued in response to the case, Texas Top Cop Shop v. Garland et al. (Case 4:24-cv-00478). Texas Judge Mazzant, who issued the judgment, ruled that corporate regulation falls under state jurisdiction, not federal.
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Blog | FINRA Broker-Dealer Regulatory Counsel | Formation Services | Investment Adviser Regulatory Counsel (SEC & State) | Investment Advisers | Investment Companies | Regulatory Compliance | Regulatory Examinations & Enforcement Counsel | Regulatory Filings | RIA, Private Fund, BD, etc.

SEC Releases EXAMS Priorities for 2025

October 23, 2024 by

On Oct. 21, 2024 , the US Securities Exchange Commission (“SEC”) published a press release announcing their 2025 Examination Priorities. Many of the focus areas come as no surprise, as the SEC has diligently alerted industry and investors alike to what their areas of concern have been throughout the year. There are, however, a few areas that registrants may find require an extra review or a deeper dive.… Read More

Blog | FINRA Broker-Dealer Regulatory Counsel | Formation Services | Investment Adviser Regulatory Counsel (SEC & State) | Investment Advisers | Investment Companies | Regulatory Compliance | Regulatory Examinations & Enforcement Counsel | Regulatory Filings | RIA, Private Fund, BD, etc.

Private Funds Adviser Charged for Integration Doctrine Violations

October 15, 2024 by

The Securities Exchange Commission (“SEC”) recently charged a Private Funds Adviser for violations of the Registration and Custody rules, specifically as they relate to integration doctrines.

This is the first SEC enforcement action in over ten years against an Investment Adviser for violations against the Integration Doctrine. The Integration Doctrine is set forth in Rule 152 of the Securities Act of 1933 and prevents the separating of single offerings into multiple offerings to take advantage of exemptions that would otherwise not be available if the offering was not divided.… Read More

Broker-Dealers | Corporate & Business Formation | Formation Services | Investment Advisers | Legal Risk Management Tips | Outsourced-General Corporate Counsel | RIA, Private Fund, BD, etc.

Strategic Defense Approach to SEC or FINRA Enforcement Actions

September 30, 2024 by

There are several approaches a firm can take if they are faced with an investigation or potential enforcement action for failing to meet regulatory requirements. A firm’s approach to allegations or enforcement actions will depend heavily on their existing compliance culture, their history of documentation and recordkeeping, and their ability to demonstrate their commitment to compliance. … Read More

Blog | FINRA Broker-Dealer Regulatory Counsel | Formation Services | Investment Adviser Regulatory Counsel (SEC & State) | Investment Advisers | Investment Companies | Regulatory Compliance | Regulatory Examinations & Enforcement Counsel | Regulatory Filings | RIA, Private Fund, BD, etc.

Policies and Procedures- SEC Priorities and Areas of Scrutiny

September 13, 2024 by

As part of any Compliance Program, your Policies and Procedures provide one of the strongest internal controls for what to do, and when. Policies and Procedures are critical for helping to mitigate risk and provide direction to employees on how to comply with the various securities regulations that govern your business. That is why it is so important, prior to year-end, to review and update Policies and Procedures to ensure they are customized to your business practices, with consideration for new regulations and use of technology to help govern your firm.… Read More

Corporate & Business Formation | Formation Services | Investment Advisers | Legal Risk Management Tips | Outsourced-General Corporate Counsel | RIA, Private Fund, BD, etc.

Risk Mitigation: “Charging Order” Protection When Forming LLCs for Business Purposes

August 28, 2024 by

Structuring a business strategically plays a major role in optimizing benefits and in protecting the business from potential issues.  Another important facet of strategically structuring a business is to plan for the unexpected and put in place safety nets and contingency plans in the event of a business threat. This is the core principle of risk mitigation. What happens if a business owner is unable or unwilling to pay off a personal debt? Can creditors come after their business assets? It depends.… Read More

Blog | FINRA Broker-Dealer Regulatory Counsel | Formation Services | Investment Adviser Regulatory Counsel (SEC & State) | Investment Advisers | Investment Companies | Regulatory Compliance | Regulatory Examinations & Enforcement Counsel | Regulatory Filings | RIA, Private Fund, BD, etc.

SEC, FINRA Crack Down on “Duty of Care” Violations

August 28, 2024 by

Enforcement actions are once again on the rise. The U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) are cracking down on violations of “Duty of Care” highlighting the importance of making sure your clients’ best interests are always top of mind.… Read More

Blog | Corporate & Business Formation | Corporate Counsel | Formation Services | Investment Advisers | Investment Companies | Mergers & Acquisitions | Regulatory Compliance | Regulatory Filings | RIA, Private Fund, BD, etc.

Are you a Prime Target for SEC EXAMS? Determining your Risk Quotient and How to Prepare.

August 15, 2024 by

A common question that investment advisers often wonder is: When is the next time the U.S. Securities and Exchange Commission (“SEC”) will examine me?

The answer to this often lies in the risk quotient tied to the firm.

When the last time the adviser was examined, new products and service offerings, and tips, referrals and complaints all factor into this. The SEC has a risk-based approach to determining when advisers should be examined which also can be driven by new rules and resources available to the SEC staff to conduct registrant examinations.… Read More

Blog | Corporate & Business Formation | Corporate Counsel | Formation Services | Investment Advisers | Investment Companies | Mergers & Acquisitions | Regulatory Compliance | Regulatory Filings | RIA, Private Fund, BD, etc.

Considerations for Mergers and Acquisitions in the AI Space

August 5, 2024 by

Contrary to analysts’ predictions, mergers and acquisitions (M&As) did not surge as expected in the first part of the year. However, there is one area that continues to see high activity: M&As in the AI sector. Reuters reported a 42% spike in M&A transactions in technology in the first quarter of 2024, bringing in the largest share of M&A deals in that time period.… Read More

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