Private Fund Insights Blog

Under Section 5 of the Securities Act of 1933, all offers and sales of securities, including offers or sales of limited partnership interests or membership interests in a private fund, must be registered with the Securities and Exchange Commission, unless an applicable exemption applies to such an offer or sale. Regulation D, promulgated under the Securities Act, and Section 4(a)(5) of the Securities Act both contain commonly used exemptions that permit issuers to offer and sell securities without having to register the offering with the SEC; however, such offerings are not ...

Effective as of Jan. 1, 2024, many businesses and corporate entities, both foreign and domestic, must file informational reports on their beneficial owners with the Financial Crimes Enforcement Network under the Corporate Transparency Act. Robinson Bradshaw published an article summarizing the CTA and highlighting best practices for achieving compliance, located here. The CTA requirements are complex and allow for numerous exemptions, and the availability of each exemption depends on the specific facts and circumstances.

The following analysis considers various CTA ...

On Aug. 23, the U.S. Securities and Exchange Commission adopted the PFA Rules, rules and rule amendments under the Investment Advisers Act of 1940 that impose new requirements and obligations on private fund advisers. In previous blog posts, we provided a brief summary of the PFA Rules, discussed the new quarterly reporting requirements, analyzed the impact upon adviser-led secondaries, examined the new restricted activities rule and considered the new preferential treatment rules. This post focuses on the application of the PFA Rules to existing private funds’ contractual ...