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Best of the Law Firms – June 2019 edition

Welcome to the June 2019 edition of the Best of the Law Firms. In this feature, we recommend some of the best recent articles and analyses authored by top investment management lawyers. These articles offer a more comprehensive review of the issues that we address in our daily “Our Take” alerts.

The law firms continue to offer up some great articles for the investment management industry. We have included several year-end litigation and trend reviews from Morgan Lewis, Stradley Ronon, and Willkie Farr. We also like the analyses of new products including interval funds (Ropes & Gray), opportunity zone funds (K&L Gates), cannabis (Kramer Levin), and litigation finance (Schulte Roth). There are some other great pieces of work about hedge fund seeding (Seward & Kissel) and DoL investigations (Groom).

2018 Year in Review: Select SEC and FINRA Developments And Enforcement Cases (Morgan Lewis)
SEC Enforcement Developments of Note for Mutual Funds and Their Advisers: The Year in Review and a Look Ahead (Stradley Ronon)
SEC Enforcement Against Private Equity Firms in 2018: Year in Review (Willkie Farr & Gallagher)
Opportunity Zone Funds: Key Considerations for Private Fund Managers—Part 1 (K&L Gates)
Pitfalls To Avoid As Cannabis M&A Takes Off (Kramer Levin)
Credit Funds: 1940 Act Interval Funds (podcast) (Ropes & Gray)
What a fund manager should know about entering the litigation finance industry (Schulte Roth & Zabel)
Seed Transaction Deal Points (Seward & Kissel)
Mutual Fund Performance Fees: Perspectives After More Than 40 Years (Dechert)
US v. Connolly and the potential pitfalls of cooperation in internal investigations (DLA Piper)
SEC Approves First Nontransparent, Actively Managed ETFs (DrinkerBiddle)
What Is a DOL Adviser Investigation Like? (Groom)
Something Familiar, Something New: OFAC’s Compliance Program Framework (Paul Hastings)
Compliance Officers Should be Shaking in Their Boots (Eversheds Sutherland)

Best of the Law Firms – February 2019 edition

Welcome to the February 2019 edition of the Best of the Law Firms.  In this feature, we recommend some of the best recent articles and analyses authored by top investment management lawyers.  These articles offer a more comprehensive review of the issues that we address in our daily “Our Take” alerts. 

The best law firms cranked out some great articles during the last several weeks, perhaps feeling a post-holiday burst of energy.  Paul Hastings offers a great overview of the esoteric world of Section 13 and Section 16 filings.  Morgan Lewis addresses best execution issues when recommending mutual fund share classes.  Dechert tries to discern the future of Brexit.  There were also some great pieces on co-investments from Pepper Hamilton, political and lobbying activities from K&L Gates, and a CFTC survey from WilmerHale.

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act (Paul Hastings)

When Best Execution Isn’t Best: Mutual Fund Share Class Selection (Morgan Lewis)

Brexit Manoeuvres: Potential Implications of a “Hard Brexit” for Fund Managers: A UK Perspective (Dechert)

Common Considerations and Complications of Co-Investments (webinar) (Pepper Hamilton)

Involuntary Termination of Investment Adviser: The Nuclear Option (Perkins Coie)

Fund Boards Are Not Immune to Activists (Skadden)

A Guide to Political and Lobbying Activities (K&L Gates)

A Year to Remember for Business Development Companies (Mayer Brown)

2018 CFTC Year-In-Review (WilmerHale)

Artificial Intelligence in Financial Services: Tips for Risk Management (Kramer Levin)

Preparing for the Next Generation of Actively Managed ETFs (Thompson Hine)

Securities Cases That Will Matter Most In 2019 (Willkie Farr & Gallagher)

Best of the Law Firms

Welcome to the October 2018 edition of the Best of the Law Firms.  In this feature, we recommend some of the best recent articles and analyses authored by top investment management lawyers.  These articles offer a more comprehensive review of the issues that we address in our daily “Our Take” alerts.

Today’s compendium includes Pepper Hamilton’s comparison of private fund models, K&L Gates’s outline of the new GIPS standards, and Mayer Brown’s analysis of social media compliance.  There are also great pieces by Drinker Biddle about cybersecurity, Groom concerning the fiduciary rule and Dechert about side letters.

A Strategic Comparison of Private Investment Fund Models (Pepper Hamilton)

A Face-Lift for GIPS: CFA Institute Publishes Proposed Revisions to the GIPS Standards in the GIPS 2020 Exposure Draft (K&L Gates)

Social Media Compliance Guide for Issuers, Broker-Dealers, and Advisers (Mayer Brown)

Cybersecurity: A Perennial, Ever-Evolving ‘Hot Topic’ for Director Oversight  (Drinker Biddle)

Understanding the Unwinding of DOL’s Fiduciary Rule (Groom)

The California Consumer Privacy Act of 2018: Summary and Comparison to GDPR (Kramer Levin)

Private fund side letters: common terms, themes and practical considerations (Dechert)

Standards of conduct for investment professionals – overlapping protections for broker-dealer retirement customers (Eversheds Sutherland)

Best of the Web – June 2018 edition

Welcome to the June 2018 BOTW.  Schulte Roth warns fund sponsors not to play favorites (favourites?) with investors, Clifford Chance reminds cryptocurrency players not to forget the CFTC, and ACA outlines FINRA’s recent regulatory actions.  Morgan Lewis tries to synthesize GDPR, and K&L Gates surveys the private equity industry.

Don’t Play Favourites With Your Investors (Schulte Roth & Zabel)

Regulation of Bitcoin: The Role of the CFTC (Clifford Chance)

Summary of FINRA Regulatory Actions 2017 (ACA)

GDPR’s New Requirements: What Investment Managers, Funds, Banks, and Broker-Dealers Need to Know (Morgan Lewis)

Private Equity Funds Year-in-Review – A Lookback at 2017 and the Outlook for 2018 (K&L Gates)

Tax Cuts & Jobs Act: A Special Report for Private Companies (Cohen & Co.)

Delegation and Oversight of Liquidity Risk Management for Sub-Advised Mutual Funds (Dechert)

DOL and ESG Investing: Evolving Guidance (Groom)

2018 ICI Mutual Funds and Investment Management Conference (Ropes & Gray)

Reminder of Annual Requirements for Investment Managers (Winston & Strawn)

Best of the Web – January 2018 Edition

Welcome to the January BOTW, covering articles from November-December.  Cryptocurrency and ICOs are hot, hot, hot.  Check out the podcast by Pepper and the regulatory article from Seward & Kissel.  Also included are the materials from the well-respected K&L Gates annual investment management conference.  We love ACA’s title about wrap programs and Cohen’s piece about management fee waivers.


Materials from the 2017 Investment Management Conferences (K&L Gates)

Top cybersecurity trends for 2018 (Cordium)

A Review of Initial Coin Offerings (podcast) (Pepper Hamilton)

The Hot Money: Cryptocurrencies and Implications for Investment Advisers (Seward & Kissel)

Management Fee Waivers: Potentials and Pitfalls for Fund Advisors (Cohen & Co.)

Regulatory Scrutiny on Wrap Fee Programs – Not Such a Wrapper’s Delight (ACA)

Q&A: What to Expect from the “New” SEC (Ropes & Gray)

The Future of FinTech Part 1 and Part 2 (podcast) (DLA Piper)

Nominating Committee Best Practices (podcast) (Thompson Hine)

Plan Sponsor Fee Litigation Cases on the Rise (Groom)

The Duty of Diligent Supervision: To Whom And What Does It Apply And What Does It Require? (Willkie Farr & Gallagher)

Best of the Web – October 2017

How to Manage the Risky Role of the Investment Adviser CCO in the 21st Century (Drinker Biddle)

SEC Amendments to Form ADV and Recordkeeping Rules Go into Effect on October 1 (Morgan Lewis)

A Strategic Approach to Launching a New Fund (Pepper Hamilton)

Special Report: “Who May Sue You and Why: How to Reduce Your ERISA Risks, and the Role of Fiduciary Liability Insurance” (Groom)

To Plea or Not to Plea: That Is Not the Question (Stradley Ronon)

Investment Advisers & Funds – Annual Compliance Reviews (podcast) (Thompson Hine)

Global Update: Regulators Focus on Initial Coin Offerings (Dechert)

Guidance Statement on Broadly Distributed Pooled Funds Provides Clarity (Cohen & Co.)

MiFID II – State of Play (Kramer Levin)

Best of the Web – May/June 2017

Welcome to the May/June 2017 BOTW.  Things got so crazy for your friendly neighborhood regulatory blogger that I missed a month, requiring a consolidation of the May and June BOTW.  That means a lot of great articles from the tops of the industry.  Alaric extols the virtues of automated compliance testing, ACA delves deep into performance reporting, and Pepper podcasts about valuation.  Meanwhile, Dechert looks to Europe, and Seward & Kissel worries about private equity compliance.  Sadis & Goldberg asks the most provocative question of the late spring: Should you fight the SEC?  (Spoiler Alert: They say you should.)


Taking Uncertainty Out of the Equation with Automated Compliance Testing (Alaric)

Performance Reporting: IRR vs. TWR (ACA)

Valuation Issues in Hedge Funds (podcast) (Pepper Hamilton)

So You Want to Market Funds in Europe? – Rules of the Road for Accessing Capital in Europe (Dechert)

Certain Key Compliance Topics for Private Equity Fund Advisers (Seward & Kissel)

Cooperman Insider Trading Settlement Proves You Often Get Better Results by Fighting the SEC than by Settling Quickly (Sadis & Goldberg)

New CFTC Rules Formalize Whistleblower Protections for Employees of Hedge Fund Managers and Other Registrants (Schulte Roth & Zabel)

Blockchain – What It Is and Why It’s Important (Clifford Chance)

ETF operational and regulatory environment drives ETF oversight issues (K&L Gates)

NASAA adopts statement of policy to usher in e-delivery and e-signature for non-traded offerings (DLA Piper)

Nevada Imposes Fiduciary Obligations on Broker-Dealers and Investment Advisers (Morgan Lewis)

Market Matters: Fiduciary Rule Impact (podcast) (Thompson Hine)

Tax Reform Watch: Is a Lower Pass-Through Entity Tax Rate the Solution for Smaller Businesses? (Cohen)

Regulatory Monitor: SEC Update (custody) (Drinker Biddle)

CFTC Proposes Revisions to Chief Compliance Officer Obligations (Willkie Farr & Gallagher)

MiFID II – Cordium’s Annual Conference Poll Summary (Cordium)

Best of the Web – April 2017


“I have learned that nothing is certain except for the need to have strong risk management, a lot of cash, the willingness to invest even when the future is unclear, and great people.” (Jeffrey R. Immelt)


Welcome to the April 2017 BOTW.  While we await major (minor?) regulatory changes, the regulatory professionals offer guidance allowing everybody to catch up on ongoing challenges.  ACA ominously asks about your BD’s message archive, Dechert provides a guide to fund financing, and Schulte sees opportunities in registered closed-end funds.  We also like Cohen’s guidance on selling a private company and Skadden’s cybersecurity due diligence guide.  Things may look cloudy, but April showers…


What is Lurking in Your Broker-Dealer’s Message Archive? (ACA)

The ABCs of Fund Finance: Credit Facilities for Secondaries Funds and Funds of Funds (Dechert)

Untapped Opportunities in the Registered Alternative Closed-End Fund Space (Schulte Roth & Zabel)

The Emerging Need for Cybersecurity Diligence in M&A (Skadden)

The Sale of a Privately Held Company (Cohen)

Recent Tax Developments that May Impact the Private Equity Industry (Seward & Kissel)

Navigating Yates Memo Minefield and Broadening of Excess Side-A DIC D&O Insurance Policies (Perkins Coie)

FINRA Proposal Allows Selective Custom Performance Projections in Marketing Materials (Drinker)

Independent Sponsors in the Lower Middle Market (podcast) (Pepper Hamilton)

The SEC Sends a Stern Reminder That It Is Serious About Punishing “Spoofing” and “Layering” Schemes in the Securities Markets (K&L Gates)

Effect of the MIFID II Research Regime on US Investment Managers (Morgan Lewis)

How to Identify Inside Information – A Helpful Guideline Provided by the Italian Securities and Exchange Commission (Paul Hastings)

Best of the Web – March 2017


“If we had no winter, the spring would not be so pleasant: if we did not sometimes taste of adversity, prosperity would not be so welcome.” (Anne Bradstreet)


Welcome to the March 2017 BOTW.  Spring has sprung for the regulatory experts, who have produced a flowering of content.  There is something for everybody: Dechert and Skadden go holistic and offer broad reviews, Drinker looks at CCO liability, and Seward & Kissel comments on the hedge fund industry.  Pepper takes on tax in a podcast, Stradley Ronon offers some cybersecurity advice, and Perkins Coie tackles fintech.  As my old law professor used to advise, “Keep reading.”


2016 Year in Review: Division of Investment Management Guidance Updates (Dechert)

Compliance and Legal Officer Guidelines To Prevent Non-Line Supervisory Liability (Drinker Biddle)

Common Deficiencies. Why? Because People Don’t Get It! (Focus One)

Key Takeaways: Recent Investment Management Litigation and Regulatory Developments (Skadden)

Seward & Kissel’s 2016 New Hedge Fund Study (Seward & Kissel)

The New Tax Landscape for Investment Management (podcast) (Pepper Hamilton)

Think Outside the Breach: Six Legal Issues to Consider After Responding to a Cybersecurity Incident (Stradley Ronon)

SEC Exam Priorities White Paper (Oyster)

As Fintech Platforms Grow Up, Investment Management Firms Face the ‘Problems of Tomorrow’ (Perkins Coie)

Questions & Answers on State and Local Variations on the SEC Pay-to-Play Rule (K&L Gates)

The Bumpy Road To Protection For Internal Whistleblowers (Vedder Price)

Hedge Fund Activists: The Debate on Unlocking Value (Schulte Roth & Zabel)

Resigning From a Board of Directors: Considerations for VC Fund Designees (Paul Hastings)

Share Class Rules (podcast) (Thompson Hine)

Understanding Liquidity Risk Mgmt Programs (Alaric)

DOJ’s Criminal Fraud Section Provides Valuable Guidance on the Evaluation of Corporate Compliance Programs (Winston & Strawn)

Employee Benefits in the Trump Administration (Groom)

Best of the Web – February 2017

“Simplicity does not precede complexity, but follows it.” (Alan Perlis)


Welcome to the February 2017 BOTW.  Morgan Lewis offers a comprehensive review (107 pages) of last year’s SEC and FINRA activity.  ACA tries to explain GIPS.  Dechert addresses regulation of political contributions.  And SEC3 tackles CCO personal liability.  Also, kudos to Thompson Hine for using a podcast to deliver regulatory information.


2016 Year in Review: Select SEC and FINRA Developments and Enforcement Cases (Morgan Lewis)

Complying with the rules and requirements of both the SEC and GIPS standards: Navigating key similarities and differences (ACA)

Continued Regulatory Focus on US Political Contributions (Dechert)

How Compliance Officers & Firms Can Help Limit CCO Personal Liability (SEC3)

Market Matters: Regulatory Outlook Under the Trump Administration (podcast) (Thompson Hine)

Certain Upcoming 2017 SEC Regulatory Deadlines for Investment Advisers (Cordium)

NYDFS announces final cybersecurity rules for financial services sector: key takeaways (DLA Piper)

FASB Updates for the Investment Industry (Cohen & Co.)

The Trump Administration Agenda: Potential Impact on the Asset Management Industry (K&L Gates)