Asset Management

Expert Analysis

• SEC Proposals Could Be Game Changing For Proxy Process

  

  Recently proposed rule amendments from the U.S. Securities and Exchange Commission could overhaul the proxy process by making it harder for proxy advisory firms to issue voting recommendations, and by changing the requirements for shareholders submitting proposals, say attorneys at V&E.

• Warren Bill Presents Powerful Headwinds For Private Equity

  

  If passed, Sen. Elizabeth Warren's private equity reform bill would protect companies being purchased by private equity, but impose significant restrictions on funds by eliminating the liability shield and favorable tax treatment they currently enjoy, say Jon Brose and Kevin Neubauer at Seward & Kissel.

• Top Takeaways From The SEC's Banner Enforcement Year

  

  The U.S. Securities and Exchange Commission's fiscal year 2019 enforcement report demonstrates the Division of Enforcement's focus on protecting Main Street; that self-reporting initiatives and sweeps are working; and several emerging settlement trends from a record year for penalties and disgorgement, says Kurt Wolfe at Troutman Sanders.

• 4 Duty-To-Monitor Takeaways For Fiduciaries In ERISA Ruling

  

  A Pennsylvania federal court's recent opinion in Scalia v. WPN provides guidance on the duty of Employee Retirement Income Security Act fiduciaries to monitor their service providers, an issue that has been largely unexplored in other cases and lacks regulatory guidance from the U.S. Department of Labor, say Charles Kelly and Michael Joyce at Saul Ewing.

• How To Hire Lateral Partners More Effectively

  

  Although lateral partner hiring is the preferred method of inorganic growth among law firms, the traditional approach to vetting does not employ sufficient due diligence by the hiring firm, says Michael Ellenhorn at executive search firm Decipher Competitive Intelligence.

• Highland Filing Shows Benefits Of Ch. 11 For Hedge Funds

  

  Highland Capital Management's Chapter 11 filing last month illustrates how a bankruptcy filing can provide additional advantages when investors are not a hedge fund’s only creditors, as in the aftermath of fraud allegations or market dislocations, say attorneys at Cleary. 

• Justices Mull Interplay Of ERISA, Securities Laws In IBM Case

  

  At recent U.S. Supreme Court arguments in IBM v. Jander, the justices grappled with the Employee Retirement Income Security Act’s difficult application and its intersection with federal securities laws in considering whether plan fiduciaries must disclose inside information about publicly traded companies, say attorneys at King & Spalding.

• High Court's Pass On 1 SEC Case Offers Insight Into Another

  

  The U.S. Supreme Court effectively recognized the U.S. Securities and Exchange Commission's extraterritorial reach in denying certiorari in Scoville v. SEC. The move may foreshadow the high court's eventual ruling in Liu v. SEC, which will determine the regulator's authority to seek disgorgement, say Adam Schwartz and Russell Koonin at Homer Bonner.

• 4 Months After Kisor V. Wilkie, Auer Deference Survives

  

  Recent federal appellate and district court rulings suggest that the predicted radical curtailing of Auer deference in the wake of the U.S. Supreme Court's decision in Kisor v. Wilkie has not come to fruition, say Jeffrey Karp and Edward Mahaffey at Sullivan & Worcester.

• Can State Laws One-Up SEC’s Regulation Best Interest?

  

  Because the U.S. Securities and Exchange Commission has punted on whether Regulation Best Interest will preempt state broker-dealer conduct standards, state laws may face challenges under the doctrines of conflict preemption, as well as limitations from the federal securities laws, say attorneys at Williams & Jensen.

• Texas Could Take Page From Mass.'s Judicial Selection Book

  

  As Texas and other states review their judicial election processes, they would be well served by taking guidance from Massachusetts' Governor’s Council system, which protects the judiciary from the hazards of campaigning, says Richard Baker of New England Intellectual Property.

• Series

  Judging A Book: McKeown Reviews 'Conversations With RBG'

  

  Reading Jeffrey Rosen’s "Conversations With RBG: Ruth Bader Ginsburg on Life, Love, Liberty, and Law" is like eavesdropping on the author and his subject while they discuss how the restrained judicial minimalist became the fiery leader of the opposition, says Ninth Circuit Judge M. Margaret McKeown.

• SEC Marketing Rule Changes Increase Flexibility For Advisers

  

  The U.S. Securities and Exchange Commission's recently proposed amendments to modernize its advertising and cash solicitation rules are significant for registered investment advisers because they show the SEC’s efforts to adapt to evolving technology, expectations and industry practices in regulating marketing activities, say attorneys at Davis Polk.

• SEC Rule Would Improve Exemptive Applications — For Some

  

  The U.S. Securities and Exchange Commission's recently proposed amendments to the Investment Company Act could substantially improve the exemptive application process, but the strict eligibility criteria for expedited review could limit its availability, say attorneys at Sullivan & Cromwell.

• 2 Post-Kisor Rulings Show Auer Deference Isn’t Extinct

  

  Following the U.S. Supreme Court’s Kisor v. Wilkie opinion, which narrowed Auer deference, recent decisions in Pennsylvania and New York federal courts demonstrate that Auer remains intact, even though courts are more closely scrutinizing agencies’ interpretations of their own regulations, says Brent Owen at Squire Patton.