New SEC Rules for Private Fund Managers (including Key Takeaways and Summary Chart) (August 2023)
On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) implemented heavily anticipated private fund reforms (the “Private Funds Rules” or the “Rules”) promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Although the...
The “WTH is an NFT?” Series – Part 1
Introduction In the past 18 months the NFT phenomenon has fully entered the public consciousness. And like any new blockchain phenomenon, the immediate questions range from is this “legal” to how do we raise money with it? As a securities firm, our focus...
AI Changes Notice to Clients 2020
On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted amendments to the definition of an “accredited investor” under Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Amendments”). The Amendments become effective 60 days after...
Kaiser Wahab Presents on Intellectual Property Issues in M&A to Nevada Bar
Riveles Wahab partner Kaiser Wahab is thrilled to have been invited by the Intellectual Property Law Section of the State Bar of Nevada to speak at the 2018 Intellectual Property Law Conference at the William S. Boyd School of Law in Las Vegas on October 5th. Kaiser’s presentation will focus on the various intellectual property issues that counsel should consider in merger and acquisition transactions. The major elements his talk will cover how to conduct due diligence on intellectual property assets (including UCC considerations, liens, and encumbrances); how to properly transfer ownership of IP, including filing assignments with the Copyright Office and Patent and Trademark Office; unique warranties, representations, indemnities, and discloses relevant when significant IP is at play; and how to properly maintain rights in the intellectual property after it is transferred.
The New Change in ERISA’s “Fiduciary” Definition and its Effect on Private Fund Managers
After several years of debate and revision, a Department of Labor regulation, revising the definition of a “fiduciary” as it applied to investment managers, became applicable on June 9, 2017. The new regulation expands the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended, to encompass certain entities and persons which provide nondiscretionary investment advice to pension plans and to individual retirement accounts, with certain exemptions. The regulation introduces a new category, called “service fiduciaries,” under which fund managers and advisers could become subject to ERISA in connection with a pension plan or IRA’s “decision to invest” in the fund (or to “maintain such investment” in the fund), should the manager provide “investment advice” or “investment recommendations” directly to the pension plan or IRA holder. In essence, any communications to such investors that are designed to solicit investment or encouragement more of it may constitute “investment recommendations.”