Publications

Insights into the middle market.

Corporate and Securities Publications

Legal Updates
  • SEC Provides Guidance on Use of SPVs and Custody Rule
    July 7, 2014

    In June 2014, the SEC’s Division of Investment Management released an IM Guidance Update (No. 2014-07) helping investment advisers who use special purpose vehicles, or SPVs, comply with the SEC’s Custody Rule.

  • SEC Charges Finder and Private Equity Firm for Violation of Broker-Dealer Registration
    March 11, 2013

    On March 11, 2013, the SEC announced the settlement of charges against a private equity firm, its senior managing partner and an unregistered finder for violations of securities laws when soliciting more than $500 million in capital commitments for private funds managed by the firm.

  • OCIE Releases 2013 Examination Priorities
    February 21, 2013

    On February 21, 2013, the SEC’s Office of Compliance Inspections and Examinations released its National Examination Program’s 2013 examination priorities. This memorandum highlights those priorities of particular concern to SEC-registered investment advisers.

  • Annual Review for Private Investment Fund Clients
    January 4, 2013

    As 2012 has drawn to a close, we provide this Alert to our private investment fund and investment adviser clients highlighting some of their annual compliance obligations.

  • SEC Proposes Amendments to Rule 506 to Allow General Solicitation
    September 12, 2012

    Under Federal law, companies seeking to raise capital by issuing securities must either register the offer and sale of their securities under the Securities Act of 1933 or comply with an exemption from registration.  The most widely used exemption, Rule 506, allows a company to sell an unlimited amount of securities to accredited investors provided that the company does not engage in general solicitation or advertising of its securities offering.

Articles
  • Securities Ticker - Proposed Rule Amendments for New York-registered Investment Advisers
    June 16, 2014

    On April 8, 2014, the New York Attorney General announced proposed amendments to rules applicable to New York-registered investment advisers.

  • Non-Accelerated Filers Excused From Attestation Report
    September 1, 2010

    The SEC recently adopted amendments to conform its rules with Dodd-Frank's elimination of the requirement that the annual report of a company that is a "non-accelerated filer" must include an attestation report of its registered oublic accounting firm on internal control over financial reporting. These amendments become effective for annual reports filed with the SEC for fiscal years ending on June 15, 2010.

  • A New Withholding Tax Created
    September 1, 2010

    The recently enacted Hiring Incentives to Restore Employment Act (HIRE) created a new withholding tax with respect to certain payments to foreign financial institutions. Although the Treasury Department has not yet provided guidance on implementing these new rules, the new withholding tax and related reporting obligations have already started to affect pooled investment vehicle structures.

  • Going Out on Your Own: Portability of Performance
    December 1, 2009

    The recent upheaval in the financial markets has left many investment managers questioning whether it makes sense to continute to look to large institutional firms for their employment or whether to venture out on their own.

  • Packaging a Company for Sale: How to Realize Top Dollar
    September 1, 2009

    There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this packaging your company for sale requires a clear strategy and a detailed plan. 

  • Packaging Your Staffing Company for Sale
    September 1, 2008

    Selling a staffing company is much like selling any other business, but the nature of the industry makes packaging one for sale a unique process. As the seller, your first steps include prioritizing goals, setting up a timeline, devising an exit strategy and assembling a professional team. 

  • SEC Grants Blue Sky Exemption for NASDAQ Capital Market Companies
    July 2, 2007

    Since 1996, the National Securities Markets Improvement Act (NSMIA) has provided large companies an exemption from review of securities offerings from state securities, also known as blue sky, regulators. On April 18, 2007 the Securities and Exchange Commission expanded the exchanges to include companies listed on the NASDAQ National Market.

  • Consolidating Residential Real Estate Service Providers
    September 22, 2003

    There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this trend has recently been gaining momentum in New York. 

  • Are You a New Media Lawyer? A Look at Who They Are, What They Do
    March 27, 2000

    The new economy is humming along at 56K and no one wants to be left behind as even greater opportunities are springing out of the ever increasing bandwidth. Internet law is the new darling of our industry.