The Most Curious Rule Proposal in Securities and Exchange Commission History I write this post in response to the release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The Scope of this Post. The Proposed Rules are of three categories: Disclosure Rules, Audit Rules, and Prohibited Activity Rules. These comments… Published on: 2022-05-17 Source: The Harvard Law School Forum on Corporate Governance and Financial Proposed SEC Rule on Private Fund Advisers The SEC recently published a proposed rule (the “Proposal”) that would impose unprecedented mandatory disclosure obligations and various other forms of intervention in the private funds industry. On April 21, 2022, I filed a comment letter in response to the Proposal. My letter addresses what appears to be one of… Published on: 2022-05-16 Source: The Harvard Law School Forum on Corporate Governance and Financial The Proposed Private Fund Advisers Rule I submit this comment letter with respect to certain policy aspects of the above-referenced release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), in my personal capacity. I am aware of other comment letters that have been submitted or… Published on: 2022-04-21 Source: The Harvard Law School Forum on Corporate Governance and Financial Recent SEC Enforcement Developments In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This has been a busy month for SEC rulemaking and enforcement alike, and we examine the following… Published on: 2022-03-27 Source: The Harvard Law School Forum on Corporate Governance and Financial Four Takeaways from the SEC’s Proposed Cybersecurity Rules On February 9, 2022, the SEC released its much-anticipated proposed rules relating to cybersecurity risk management, incident reporting, and disclosure for investment advisers and funds. Chair Gensler recently emphasized that cybersecurity rulemaking in this area is one of his priorities, and placed particular emphasis on establishing standards for cybersecurity hygiene and incident reporting… Published on: 2022-03-07 Source: The Harvard Law School Forum on Corporate Governance and Financial SEC Proposes Additional Private Fund Disclosures On January 26, 2022, the US Securities and Exchange Commission (SEC or Commission) voted in favor of proposing amendments to Form PF, which is the confidential reporting form that certain SEC-registered investment advisers to private funds must file with the SEC. In the SEC’s press release regarding the proposed amendments, Chair Gary… Published on: 2022-03-04 Source: The Harvard Law School Forum on Corporate Governance and Financial Private or Public Equity? The Evolving Entrepreneurial Finance Landscape The U.S. entrepreneurial finance market has undergone dramatic changes over the last two decades. Capital raised by privately-held venture capital (VC)-backed startups grew from $28.9 billion in 2002 to $118.2 billion in 2019 (in real 2012 dollars). At the same time, the number of annual IPOs in the U.S. has… Published on: 2022-03-03 Source: The Harvard Law School Forum on Corporate Governance and Financial SEC Proposes Unprecedented Cybersecurity Rules On February 9, 2022, the SEC voted to propose rules mandating sweeping cybersecurity measures for registered advisers and funds. The proposal reflects the first SEC rules specifically addressing cybersecurity programs and reporting. Most notably, the rules would impose a rapid reporting requirement when advisers face serious cyberattacks. Advisers would have… Published on: 2022-03-02 Source: The Harvard Law School Forum on Corporate Governance and Financial SEC Proposed Amendments to Private Fund Manager Reporting On January 26, 2022, the SEC voted to propose significant amendments to Form PF. Form PF, which was adopted in 2011 in connection with the Dodd-Frank Act, requires large registered investment advisers to file reports with the SEC regarding private funds managed by such advisers and to allow the Financial… Published on: 2022-02-27 Source: The Harvard Law School Forum on Corporate Governance and Financial SEC Proposes Substantial Increases to Form PF Reporting The Securities and Exchange Commission is proposing significant increases to reporting by hedge and PE fund advisers on Form PF. More details and analysis to come, but the key points identified by the SEC in voting to make the proposal are as follows: Current Reporting of Certain Events by Large… Published on: 2022-02-25 Source: The Harvard Law School Forum on Corporate Governance and Financial Stakeholder Capitalism in the Time of Covid In a study we recently released on SSRN, Stakeholder Capitalism in the Time of Covid, we use the COVID-19 pandemic to test the claims of supporters of stakeholder capitalism empirically. The pandemic was preceded and accompanied by peak support for stakeholder capitalism, with corporate leaders broadly pledging to look after the… Published on: 2022-02-22 Source: The Harvard Law School Forum on Corporate Governance and Financial SEC Identifies Private Fund Deficiencies, Signifying Increased Industry Scrutiny On the heels of the SEC’s proposed rulemaking seeking increased disclosure from private fund advisers in Form PF, the SEC’s Division of Examinations (“Exam Staff”) released a risk alert on Jan. 27, 2022 (“Risk Alert”), highlighting common deficiencies identified during its examinations of private fund advisers. In the Risk Alert,… Published on: 2022-02-17 Source: The Harvard Law School Forum on Corporate Governance and Financial 1 2 3 … Next
Ethan Smith 
