On December 18, 2019, the U.S. Securities and Exchange Commission (the “SEC”) issued a press release highlighting proposed amendments to the definition of an “accredited investor” under the Securities Act of 1933 (the “Act”). We expect private fund managers to embrace...
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Issues for US Managers Trading on Offshore Cryptocurrency Derivative Exchanges
For US digital assets fund managers that want to trade on offshore cryptocurrency derivative exchanges, a significant challenge is that such exchanges are often limited to non-US persons or “eligible contract participants” (ECPs) to avoid US commodities regulations....
Private Lending Funds: When is a note a security?
With significant growth in the hard money lending industry in recent years, many sponsors of private lending funds have requested guidance regarding whether the underlying loans and other debt instruments in such funds are considered “securities” under the Securities...
Qualified Opportunity Zones Update
On April 17, 2019, the IRS and the Treasury Department released proposed regulations (“Proposed Regulations”) regarding new tax incentives for investments in qualified opportunity zones (“QOZs”) and qualified opportunity funds (“QOFs”). The Proposed Regulations build...
Qualified Opportunity Zones
As part of the 2017 Tax Cuts and Jobs Act (“Act”), Congress introduced new tax incentives for investments in low-income communities designated as “Qualified Opportunity Zones” (“QOZs”). Under sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code, investors can now...
Understanding Regulation A+
What is Regulation A+? On July 19, 2015, the Securities and Exchange Commission (SEC) instituted a significant amendment to Regulation A, an existing registration exemption underthe Securities Act of 1933(Securities Act). As mandated by the Jumpstart Our Business...
ICOs: Non-US Persons and Investor Eligibility Considerations
As blockchain continues to evolve as a disruptive technology, the regulatory environment surrounding initial coin offerings (ICOs) by companies issuing digital tokens to investors remains uncertain and subject to much debate. As a result, many companies issuing ICOs...
US Treasury Report: Potential Implications for Private Placements, Exempt Offerings and Finders
The U.S. Department of the Treasury released a report this month outlining issues and recommendations in U.S. Capital Markets that the Treasury hopes will promote economic growth while maintaining investor protection. The Treasury report discussed measures that may...
SEC Cyber Unit: Impact on Initial Coin Offerings and Cryptocurrency Fund Managers
In July, we discussed the SEC’s assertion that an Initial Coin Offering (ICO) could constitute a securities offering, subject to the SEC’s jurisdiction and compliance with federal and state securities law. Last week, the SEC issued a press release announcing its...
SEC Risk Alert: Advertising Compliance Issues for Investment Advisers
The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) recently issued a risk alert concerning compliance issues with Rule 206(4)-1) of the Investment Advisers Act of 1940 (the “Advertising Rule”). The Advertising Rule is frequently a point of emphasis...
