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U.S. Regulatory and Compliance Group

Linklaters’ U.S. Regulatory & Compliance Group advises on the full spectrum of regulatory and compliance matters in the U.S. impacting global financial institutions, private equity, hedge and real estate fund managers, broker-dealers and banks.

 

In the U.S., Linklaters’ experienced attorneys provide strong and practical advice on all aspects of the Investment Advisers Act, Investment Company Act, Securities Act and Exchange Act, CFTC regulations, FINRA rules and regulations, ERISA, AML and ABAC compliance, banking regulation, ERISA and CFIUS.

 

We advise global financial institutions and U.S. investment managers on registration/exemption issues in the U.S. We represent clients in developing, implementing and executing practical compliance programs, including all policies and procedures, and we regularly provide compliance training for our clients and their employees.

 

The Linklaters’ U.S. Regulatory & Compliance team has extensive experience serving as General Counsel & Chief Compliance Officers of investment managers, counsel to global financial institutions and as senior staff with the U.S. government, including the SEC and DOJ.  We have represented numerous clients in SEC examinations and enforcement proceedings.

 

Our team is committed to helping clients achieve their business objectives while also protecting our clients and helping clients navigate the ever-changing regulatory waters in the U.S.

 

The U.S. Regulatory & Compliance team works closely with Linklaters' global Financial Regulatory Group (FRG) to serve our clients globally.

Select regulatory and compliance topics

+ Prohibitions on insider trading

+ Information barriers

+ Code of ethics and personal trading

+ Trading rules in the U.S. 

+ Advertising rules

+ Allocation of expenses

+ Allocation of investments

+ Anti-money laundering and OFAC 

+ Business continuity plans

+ Conflicts of interest 

+ Confidentiality and privacy

+ Custody and valuation 

+ Environment, social and governance (ESG) 

+ Private placement rules

March 2022 Regulatory Update

Our U.S. Regulatory and Compliance Group issues periodic regulatory and compliance updates on the latest issues impacting our clients. Read our March update here:

Click here to Download a PDF of the full report.

 

Focus on Private Fund Advisers – EXAMS Risk Alert and Proposed Rules

The SEC has recently put out a wave of regulatory guidance and proposed rulemaking focused on private funds and their advisers. This includes a Risk Alert from the SEC’s Division of Examinations focused on private fund advisers, a proposed rule that would require reporting on Form PF within one day of certain actions, a proposed rule that would impose limitations and investor reporting requirements on private fund advisers, and a number of other actions.
Read more Focus on Private Fund Advisers – EXAMS Risk Alert and Proposed Rules

SEC: Form CRS Disclosure Best Practices

In December 2021, the Standards of Conduct Implementation Committee of the SEC released a statement regarding best practices for compliance with Form CRS disclosures. The report notes several common areas for improvement identified by the SEC staff.
Read more SEC: Form CRS Disclosure Best Practices

Proposed Beneficial Ownership Rule Could Impose New Disclosure Requirements on Investment Managers

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) has published its proposed rule requiring certain legal entities to disclose information about their beneficial owners (i.e., the people who actually own or control a company) and the persons forming them (the “Proposed Beneficial Ownership Rule”).
Read more Proposed Beneficial Ownership Rule Could Impose New Disclosure Requirements on Investment Managers

Shadow Trading Update – Survival of Motion to Dismiss

On January 14, 2022, the U.S. District Court for the Northern District of California denied a motion to dismiss the SEC case advancing a “shadow trading,” insider trading theory, which could expand insider trading liability for market participants in the future.
Read more Shadow Trading Update – Survival of Motion to Dismiss

US ESG – Continued focus on Greenwashing and Ratings

The SEC enforcement staff is reportedly reviewing disclosures made by financial firms in connection with a Texas state law that prohibits the state’s government entities from doing business with financial firms that boycott firearms or fossil fuel companies. In addition, statements from the regulators and other recent actions highlight the continued focus on consistency and accuracy of ESG-related data and ratings.
Read more US ESG – Continued focus on Greenwashing and Ratings
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