Private Fund Insights Blog

The U.S. government’s Outbound Investment Security Program, stemming from Executive Order 14105 issued in August 2023 and finalized in the Treasury’s rules effective Jan. 2, 2025, reflects ever-increasing U.S. governmental concerns at the intersection of global capital flows and national security. The OISP targets U.S. investments in sensitive technologies in “countries of concern,” primarily the People’s Republic of China (including Hong Kong and Macau), but it doesn’t just add another layer of compliance. Instead, it fundamentally alters how general ...

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 ...

As in most industries, private fund sponsors are increasingly assessing and beginning to adopt artificial intelligence-powered tools to rapidly analyze large volumes of data, identify trends and patterns and to generally make more informed decisions both in connection with internal operations and management of their funds and for enhancing efficiencies at their portfolio companies. AI technology’s ability to process information from disparate sources, such as financial reports, news articles and social media, and to purportedly predict market movements and inform ...

In June, California approved amendments to its October 2023 law, Fair Investment Practices by Venture Capital Companies (California VC Diversity Law). The California VC Diversity Law requires covered venture capital investment vehicles to report aggregated demographic information about the founding members of their portfolio companies.

Covered Entities

The California VC Diversity Law applies to “venture capital companies” that meet the following two requirements. First, the venture capital company must primarily engage in the business of investing in startup ...

Yesterday, a three-judge panel of the United States Court of Appeals for the Fifth Circuit unanimously vacated the Private Fund Adviser Rules adopted by the Securities and Exchange Commission (which we previously summarized) in their entirety, holding that the SEC exceeded its statutory authority in adopting the PFA Rules in August of 2023. The case was brought against the SEC by a group of industry associations that represent the interests of fund managers and investment sponsors. It is possible that the SEC will seek rehearing en banc by the Fifth Circuit or petition the Supreme ...

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 August 23, the United States Securities and Exchange Commission (the “SEC” or “Commission”) adopted rules and rule amendments (the “PFA Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”) that impose new requirements and obligations on investment advisers to private funds. In a series of blog posts on the PFA Rules, we summarized the most notable regulatory changes, analyzed the SEC’s new quarterly reporting requirements and reviewed the PFA Rules’ impact on adviser-led secondary transactions. This post addresses the “Restricted ...

Private equity funds have become major players in the professional health care delivery sector in recent years due to acquisitions of professional practices, including physician practices, senior living facilities and the like. Such activity has attracted attention from regulators, policymakers and the public, with a particular focus on impacts on quality of care and potential conflicts of interest for providers. Acquisitions of professional practices by private equity funds involve myriad regulatory and compliance obligations at both the federal and state level, and ...

Welcome to Private Fund Insights, a source for information and updates for both sponsors and investors in private funds of all types. Navigating the complex world of private equity is more challenging than ever, as investors seek higher returns, sponsors look for innovative ways to grow their businesses, and regulators consider and implement a growing body of compliance-related initiatives. Robinson Bradshaw’s Fund Formation and Investment Management attorneys, as well as our attorneys in related fields, will share insights relevant to both private equity fund sponsors and ...