Hedge funds increasingly are becoming a focus of investors and U.S. regulatory agencies including the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Treasury Department, the National Association of Securities Dealers, and the Commodity Futures Trading Commission as enhanced...

On December 20, 2002, the Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers (“NASD”), the New York Stock Exchange (“NYSE”), the New York Attorney General, and the North American Securities Administrators Association (“NASAA”) announced...

The USA Patriot Act, Sarbanes‐Oxley, proxy voting disclosure, privacy regulations under Gramm‐Leach‐Bliley, fair valuation, hedge fund scrutiny, and the list goes on and on. Over the past two years, we have seen the Securities and Exchange Commission launch the most aggressive and...

In late January 2003, the Securities and Exchange Commission (SEC) adopted new rules for investment advisers under the Investment Advisers Act of 1940 (Advisers Act) requiring them to adopt and disclose to clients proxy voting policies and procedures. Concurrently, the SEC adopted new rules for...

In the late 1990s, the market for private equity securities (hereinafter “private equity market”) was booming. From quarter to quarter, the number of venture capital deals and the amount invested rose dramatically. Certainly, much of this attention and excitement resulted from the...

Investment funds use actual trading market prices to value their portfolio investments where possible and “fair valuations” (estimated values) when actual market prices are not available. The methods used to “fair value” portfolios recently have come under scrutiny. SEC inquiries and...

According to legend, the fall of Troy was accomplished by a clever ruse. After 10 years of unsuccessfully dashing themselves against the impregnable walls of Troy, the Greeks pretended to give up and sail away from the besieged City, leaving behind a giant, hollow wooden horse. The Trojans,...

The financial markets are still sorting through the lengthy list of compliance measures created by the Sarbanes‐Oxley legislation and other reforms being proposed by the SEC, NASDAQ, state attorneys general, institutional investors, and others. This preoccupation should not derail corporate...

The private placement is the principal alternative method of financing to an SEC registered offering. The private placement avoids registration under the Securities Act of 1933 (the “Securities Act”) with its concomitant costs and delays. It also avoids periodic reporting under the...

Few things are more perplexing for a brokerage firm than being sued by someone who is not its customer, for a security it did not sell. The prohibited sales practice formally known as private securities transactions, or more colloquially as “selling away,” often results in just that. And,...