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Summary Professionals Matters News Events Publications
SEC Concern Over Outsourcing Compliance Functions
November 2015
Patrick D. Sweeney
Investment Management and Private Funds Alert
The Securities and Exchange Commission (the "SEC") has expressed significant concern with respect to the practice of some registered investment advisers and investment companies ("registrants") to outsource compliance functions.  On November 9, 2015, the staff of the Office of Compliance Inspections and Examinations (the "Staff") of the SEC released a risk alert arising from the "Outsourced CCO Initiative" examination of registrants which outsource their chief compliance officers ("CCOs") functions to unaffiliated third parties ("outsourced CCOs").  The Staff observed "certain compliance weaknesses" associated with registrants that utilized outsourced CCOs. 
Regulation Crowdfunding
November 23, 2015
Patrick D. Sweeney, Marc D. Shepsman
Herrick corporate partner Patrick Sweeney and associate Marc Shepsman created a comprehensive primer on the new regulations approved by the SEC for crowdfunding as required by the 2012 JOBS Act. Patrick and Marc address topics such as volume limitations, issuer compliance matters, intermediary requirements, “bad actor” disqualifications and other notable provisions.
SEC Continues Focus on Cybersecurity Practices of Broker-Dealers and Investment Advisers
October 2015
Patrick D. Sweeney, Richard M. Morris
Investment Management and Private Funds Alert
Recent actions by the Securities and Exchange Commission ("SEC") mandate that investment management and broker-dealer firms enhance their attention to cybersecurity issues. The SEC initially had a collaborative approach with the securities industry. This apparently has changed. The SEC recently took enforcement action for cyber breaches and lack of adequate policies and procedures by a registered investment adviser even when no client incurred financial harm.
September 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick’s September 2015 Corporate Alert Reports on an SEC Amendment to Regulation A Rules, OCIE's Plan for a Second Round of Cybersecurity Examinations of Broker-Dealers and Investment Advisors and the Second Circuit’s Ruling that Internal Whistleblowers are Protected by Dodd-Frank
FinCEN Proposes Anti-Money Laundering Regulations for Registered Investment Advisers
September 2015
Patrick D. Sweeney
Investment Management and Private Funds Alert
In an attempt to address or prevent any money launderer's access to the U.S. financial system through accounts serviced by registered investment advisers, the Department of Treasury's Financial Crimes Enforcement Network ("FinCEN") published a Notice of Proposed Rulemaking on September 1, 2015. The proposed regulations would subject investment advisers registered (or required to be registered; collectively, "RIAs") with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940 (the "Advisers Act") to regulations comparable to those imposed on financial institutions by the USA PATRIOT Act.
August 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick’s August 2015 Corporate Alert Reports on Several Significant Delaware Court Rulings, the SEC’s Adoption of the Final Pay-Ratio Disclosure Rule and the Seventh Circuit’s Expansion of Successor Liability in Context of Pension Plans
July 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick's July 2015 Corporate Alert Reports on Significant Delaware Court Rulings, the SEC's Proposed "Clawback" Rules for Executive Incentive-Based Compensation, and new FFIEC and FTC Cybersecurity Tools and Guidance for Financial Institutions
June 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick's June 2015 Corporate Alert Reports on Significant Delaware Court Rulings, and SEC Charges against EB-5 Immigrant Investor Program and a Recommendation to Formalize Section 4(a)(1-1/2) Registration Exemption.
May 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick's Corporate Alert touches on new developments in Delaware, New York, New Jersey, and SEC law. Also, check out Herrick Advantage for information on our events.
March 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick’s March 2015 Corporate Alert Reports on Several Significant Delaware Court Rulings and the NY Attorney General’s Proposed Financial Frauds Whistleblower Act
February 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick’s February 2015 Corporate Alert Reports on Significant Delaware Court Rulings, the SEC Proposal for a Dodd-Frank Disclosure Rule and the 9th Circuit’s Analysis of Dodd-Frank’s Impact on a Bank's Trust Preferred Securities
January 2015 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick's Corporate Alert touches on new developments in Delaware, New York, New Jersey, and SEC law. Also, check out Herrick Advantage for information on our events.
December 2014 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick's Corporate Alert touches on new developments in Delaware, New York, New Jersey, and SEC law. Also, check out Herrick Advantage for information on our events.
July 2014 Corporate Alert
Edward B. Stevenson, Daniel A. Etna
Herrick's Corporate Alert touches on new developments in Delaware, New York, New Jersey, and SEC law. Also, check out Herrick Advantage for information on our events.
SEC Scrutinizes Fee and Expense Practices at Private Equity Fund Advisers
May 2014
Patrick D. Sweeney, Colin Bowes-Carlson
Private Fund Alert
In a recent speech, the director of the SEC's Office of Compliance Inspections and Examinations ("OCIE"), Andrew Bowden, identified key compliance issues facing private equity firms observed by OCIE since it began conducting presence exams of the industry in October 2012.
Court Decision Makes Fund Managers Engaged in Insider Trading Personally Liable for Fund Trading Profits
February 20, 2014
Howard R. Elisofon, Steven D. Feldman
Securities Alert
The cost of insider trading just got more expensive for those who get caught.  In a February 18, 2014 decision by the U.S. Court of Appeals for the Second Circuit, a split appeals court panel found that an individual held liable for civil insider trading while working at an investment fund can be required to disgorge not only the profits he or she individually made by arranging for the winning trades for the fund, but can also be required to personally disgorge all of the profits that the fund reaped as a result of the illegal trades.
SEC Announces Examination Priorities For 2014
January 2014
Irwin M. Latner, Patrick D. Sweeney, Colin Bowes-Carlson
Securities Alert
On January 9, 2014, the Securities and Exchange Commission (the "SEC") published its annual letter announcing examination priorities for 2014 (the "Priorities Letter"). The Priorities Letter, which addresses both industry-wide and area-specific initiatives, aims to provide investment advisers, funds, broker-dealers, and other industry participants with a preview of key risks that the SEC intends to monitor and examine in 2014 through the National Examination Program.
A Refresher on Private Placement Options
July 18, 2013
Richard M. Morris, Regina M. Liang
Law 360
Herrick partner Richard M. Morris and associate Regina Liang co-authored an article in Law 360, highlighting strategies and regulations public companies need to be aware of when considering the use of private placements.
Decimalization Revisited: Does Every Penny Count?
May 24, 2013
Law360
Herrick, Feinstein Partner Louis Goldberg authored a Law360 "Expert Analysis" column discussing a study of the decimalization system conducted by the U.S. Securities and Exchange Commission.
Dodd-Frank Wall Street Reform Outline
Stephen D. Brodie, Patrick D. Sweeney, Julie Albinsky, Jessica D. Wessel
This outline, a briefing on the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, was used during the Fourth Annual Capital Markets Symposium on September 16, 2010.