Robert E. Plaze
Partner
Robert Plaze advises investment advisers, investment companies, hedge funds, private equity funds and their service providers on regulatory and compliance issues under the federal securities laws. Following nearly 30 years in the SEC’s Division of Investment Management, most recently as Deputy Director, Bob is a partner in Proskauer’s Registered Funds Group.
At the SEC, Bob was responsible for policy development and management of the key regulatory initiatives affecting investment companies and investment advisers, including rules governing fund and adviser compliance programs, money market funds, fund corporate governance, personal trading, custody and brokerage practices, prohibitions on “pay to play” practices, and protection of investor privacy. After the passage of the Dodd-Frank Act, Bob was responsible for rulemaking requiring advisers to private funds to register with the SEC, providing new exemptions from registration and requiring reporting by certain exempt advisers.
Bob’s comprehensive outline of the SEC’s regulation of investment advisers is relied on by lawyers and compliance professionals throughout the industry.
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Earlier today, the SEC’s Private Fund Adviser Rules were published in the Federal Register. As with all federal regulations, publication in the Federal Register begins the countdown to the Rules’ compliance dates. These dates are listed in the table below. Please see our prior alerts for an overview of the Rules’ provisions, a summary of … Continue Reading
On Friday, September 1, 2023, a lawsuit was filed with the federal Court of Appeals in the Fifth Circuit challenging the validity and enforceability of the recently adopted Private Fund Adviser Rules under the Investment Advisers Act of 1940 (the “Advisers Act”). (Please see our prior alerts for a description of the Rules’ provisions and … Continue Reading
Yesterday, the five SEC commissioners voted 3-2, along party lines, to approve the Private Fund Adviser Rules. The final Rules scale back from what was initially proposed 18 months ago, in ways that are likely to be a relief to many private fund advisers. (For a summary of the initial proposal, please see our previous … Continue Reading
On March 15, 2023 the U.S. Securities and Exchange Commission (“SEC”) released its proposal to amend Regulation S-P: Privacy of Consumer Financial Information and Safeguarding Customer Information, while simultaneously issuing two additional cybersecurity-related rule proposals[1] and re-opening the comment period for its previously-proposed cybersecurity risk management rule released in February 2022.[2] This set of sweeping reforms … Continue Reading
On February 7, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission released its 2023 Examination Priorities (“Annual Priorities”). Released at the beginning of each calendar year, the priorities tend to repeat the previous year’s priorities, and consumers of these regulatory tea leaves need to search closely for clues as to what … Continue Reading
On May 25, the Securities and Exchange Commission issued proposed rules under the Investment Advisers Act of 1940 for advisers to private funds that consider environmental, social or governance factors (“ESG”) as part of one or more significant investment strategies. The proposed rules would require advisers employing ESG strategies to report additional information about those … Continue Reading
On May 9th, the U.S. Securities and Exchange Commission (“SEC”) announced that it will reopen the public comment period on its proposed rules relating to private fund advisers. The comment period will now remain open until 30 days after the publication of this announcement in the Federal Register. For more details on this timely announcement, … Continue Reading
On February 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules under the U.S. Investment Advisers Act of 1940, as amended, that would have notable practical implications for private funds advisers, in many cases regardless of the adviser’s registration status. At a high level, the proposed … Continue Reading
On March 30, 2022, the Division of Examinations of the U.S. Securities and Exchange Commission (the “SEC”) announced its examination priorities for fiscal year 2022. The annual publication of the Division’s examination priorities is intended to align with the Division’s four pillars of promoting and improving compliance, preventing fraud, monitoring risk, and informing policy, and … Continue Reading
On February 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules under the U.S. Investment Advisers Act of 1940 that would have notable practical implications for private fund advisers, in many cases regardless of the adviser’s registration status. The Proposed Rules include prohibitions or mandates regarding … Continue Reading
On November 10, 2021, SEC Chair Gensler gave an important speech identifying his regulatory priorities for private funds. Registered advisers should take note of the areas of concern Chair Gensler identified as we approach the new year. Read the full client alert here.… Continue Reading
Registered advisers should take note that on June 17th, the SEC adjusted the dollar amount thresholds for clients of registered advisers to be deemed to be “qualified clients” under rule 205-3 of the Investment Advisers Act of 1940, which permits registered investment advisers to charge performance-based fees to such clients. Upon the effective date of … Continue Reading
On March 3, 2021, the SEC’s Division of Examinations announced its examination priorities for 2021. Compared to last year, this year’s edition contains an expanded section specifically addressed to private funds. For private fund managers, the exam staff states that it will target a list of issues, including: Preferential treatment of certain investors by advisers to … Continue Reading
The SEC recently finalized a new rule under the Investment Advisers Act of 1940 to govern advertisements by registered investment advisers and payments to solicitors. The amendments create a single marketing rule that (i) revises the definition of an “advertisement,” (ii) sets forth seven general principles governing the use of advertisements, (iii) conditions the use … Continue Reading
On November 19, 2020, the SEC’s Office of Compliance Inspections and Examinations published a risk alert providing an overview of notable compliance issues observed in registered investment advisers’ compliance programs. The alert will serve as a useful checklist for advisers seeking to identify weaknesses in their own compliance programs and preparing for the inevitable SEC … Continue Reading
On October 7th, 2020, the Securities and Exchange Commission (SEC) announced the rescheduled date of its 2020 national compliance outreach seminar for investment companies and investment advisers. This program is intended to help Chief Compliance Officers and other senior personnel at investment companies and investment advisory firms enhance their compliance programs. The SEC’s Office of … Continue Reading
Asset managers commonly engage regulatory compliance consultants to aid them in addressing regulatory requirements and implementing compliance programs. The work of those compliance professionals can be drawn into SEC enforcement actions in various contexts. See, e.g., ZPR Investment Mgmt. Inc. v. SEC (compliance consultant resigned when advice not followed and testified in proceeding). One such context … Continue Reading
In August 2020, the SEC issued two orders against VALIC Financial Advisors Inc. (VFA) related to VFA’s management of 403(b) and 457(b) plans. These matters arise out of two of the SEC’s enforcement initiatives, the Teachers and Military Service Members’ Initiative and the Share Class Selection Disclosure Initiative. VFA is a registered investment adviser and … Continue Reading
On June 23rd, the staff of the U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations issued a new risk alert entitled “Observations from Examinations of Investment Advisers Managing Private Funds.” As discussed in the client alert below, the report highlights many practices which have been the subject of SEC enforcement actions with … Continue Reading
Though SEC scrutiny of performance results in fund marketing materials is nothing new, a recent settlement order suggests that the Commission continues to closely examine representations in marketing materials with respect to past investment performance. Old Ironsides Energy, LLC, a Boston-based registered investment adviser, agreed to pay a $1 million penalty to settle SEC charges … Continue Reading
Last month the SEC brought an enforcement action illustrating how cross trades can trip up a manager of a private fund. The SEC’s settlement with investment manager Lone Star Value Management LLC was based on allegations that the manager carried out a series of cross trades among funds it managed without disclosing to the client … Continue Reading
On January 13, 2020, the United States Supreme Court denied certiorari to an appeal of a June 2019 order from the United States Court of Appeals for the D.C. Circuit that dismissed an action seeking to invalidate certain under the First Amendment, among other arguments. This denial leaves in place a ruling in favor of … Continue Reading
Under rule 206(4)-2 of the Advisers Act, otherwise known as the Custody Rule, it is a fraudulent practice for a registered investment adviser to have custody of client funds or securities, unless the adviser takes certain required steps to protect the assets. Over the past year the SEC’s Enforcement division has been relatively active investigating … Continue Reading
On July 3, 2019, SEC Chairman Jay Clayton issued a “Statement Regarding Offers of Settlement” (the “Statement”), announcing important changes to how the SEC will consider future requests for waivers from disqualifications in settlements. The Statement may have been prompted by the Bad Actor Disqualification Act of 2019 recently proposed by Representative Maxine Waters. Regardless … Continue Reading
The Countdown Starts: Compliance Dates Set for Private Fund Adviser Rules
Lawsuit Challenges Private Fund Adviser Rules
SEC Adopts Private Fund Adviser Rules
By Robert Sutton, Robert E. Plaze and Mark S. Audet on Posted in Asset Management, Compliance, Disputes, Enforcement, Hedge Funds, Private Credit, Private Equity Litigation, Regulation, SEC, Securities Law
In Continuation of Longstanding Focus on Cybersecurity, SEC Proposes Significant Amendments to Regulation S-P
By Mark S. Audet, Ryan P. Blaney, Nolan Goldberg, Robert E. Plaze, Robert Pommer and Robert Sutton on Posted in Compliance, Cybersecurity, Enforcement, News, Regulation, SEC, Securities Law
SEC Examinations in 2023 to Focus on “Riskier Private Funds” and New Marketing Rule
By Robert E. Plaze, Robert Sutton and Mark S. Audet on Posted in Asset Management, Cryptocurrency, Examinations, Hedge Funds, Private Equity, Regulation, SEC, Securities Law
SEC Proposes ESG Reporting and Disclosure Requirements for Private Fund Advisers
By Robert E. Plaze, Robert Sutton and Mark S. Audet on Posted in Compliance, Enforcement, Hedge Funds, Private Equity, Regulation, SEC
SEC Reopens Comment Period for Proposed Private Fund Adviser Rules
By Howard J. Beber, Michael Mavrides, Robert E. Plaze and Robert Sutton on Posted in Asset Management, SEC, Securities Law
The Bottom Line of the SEC Proposed Private Fund Rules
By Howard J. Beber, Michael Mavrides, Kelli L. Moll, Robert E. Plaze, Robert Sutton and Christopher Wells on Posted in Asset Management, Compliance, Examinations, Hedge Funds, Private Equity, Regulation, SEC
SEC Division of Examinations Announces 2022 Examination Priorities
By Robert Leonard, Michael Mavrides, Robert E. Plaze, Robert Sutton and Jeffrey D. Greenhouse on Posted in Asset Management, Compliance, Enforcement, Examinations, Hedge Funds, Private Equity, Regulation, Securities Law
SEC Proposes Advisers Act Reforms Focusing on Private Fund Investor Protections
By Monica Arora, Howard J. Beber, David T. Jones, Michael Mavrides, Stephen T. Mears, Robin Painter, Robert E. Plaze, Michael Suppappola, David W. Tegeler, Christopher Wells and Vanessa K. Rakel on Posted in Asset Management, Compliance, Disputes, Enforcement, Hedge Funds, Mergers & Acquisitions, Private Equity, Regulation, SEC, Securities Law
SEC Chair Gensler Signals SEC Policies for Private Funds
By Robert E. Plaze and David J. Marcinkus on Posted in Enforcement, Hedge Funds, Private Equity, Regulation, SEC, Securities Law
SEC Increases Advisers Act Qualified Client Thresholds
SEC Division of Examinations Announces its Examination Priorities for 2021
By Robert E. Plaze, Stephen T. Mears, Joshua M. Newville, Anthony M. Drenzek and Benjamin Catalano on Posted in Compliance, Examinations, Hedge Funds, Private Equity, Regulation, SEC
SEC Revises Marketing Rule for Registered Investment Advisers
By Anthony M. Drenzek, Robert E. Plaze, Michael Suppappola and Christopher Wells on Posted in Asset Management, Business Development Companies, Compliance, Hedge Funds, Private Equity, SEC
OCIE Issues Risk Alert on Common Deficiencies Observed in Adviser Compliance Programs
By Anthony M. Drenzek, Robert Leonard, Michael Mavrides and Robert E. Plaze on Posted in Asset Management, Compliance, OCIE, Regulation, SEC
SEC Announces 2020 National Compliance Outreach Seminar for Investment Companies and Investment Advisers
By Anthony M. Drenzek, Robert E. Plaze, Samuel J. Waldon and Joshua M. Newville on Posted in Compliance, Hedge Funds, OCIE, Private Equity, Private Equity Litigation, Regulation, SEC, Securities Law, Venture Capital
Asserting Reliance on Compliance Consultants as a Defense: Admissibility and Effectiveness
By James Anderson, Joshua M. Newville, Robert E. Plaze and Samuel J. Waldon on Posted in Asset Management, Compliance, Disputes, Enforcement, SEC, Securities Law
SEC Cracks Down on Retirement Fund Advisers’ Undisclosed Compensation and Conflicts
By Alexandra V. Bargoot, Robert E. Plaze, Samuel J. Waldon and Joshua M. Newville on Posted in Asset Management, Compliance, Examinations, OCIE, Private Equity, Regulation, SEC, Securities Law
SEC Releases Risk Alert Identifying Common Private Equity and Hedge Fund Compliance Deficiencies
By Anthony M. Drenzek, Robert Leonard, Robert E. Plaze, Michael Suppappola and Samuel J. Waldon on Posted in Compliance, Hedge Funds, OCIE, Private Equity, SEC, Securities Law
Fund Adviser Receives $1 Million Penalty For Alleged Performance Misstatements in Private Fund Marketing Material
By Joshua M. Newville, Robert E. Plaze, Samuel J. Waldon, Brian A. Hooven and Adam L. Deming on Posted in Asset Management, Private Equity Litigation, SEC
When is a Cross Trade a Principal Trade? SEC Brings Enforcement Action Against a Fund Manager That Appears not to Have Understood
By Robert E. Plaze, Joshua M. Newville and Lucy C. Wolf on Posted in Compliance, Hedge Funds, OCIE, Private Equity, Regulation, SEC, Securities Law
U.S. Supreme Court Denies Bid to Review Dismissal of Challenge to Pay-To-Play Rule
By Adam L. Deming, Anthony M. Drenzek, Michael R. Hackett, Joshua M. Newville, Robert E. Plaze and Samuel J. Waldon on Posted in Disputes, FINRA, SEC
SEC clamps down on Custody Rule
By Hena M. Vora, Joshua M. Newville, Samuel J. Waldon and Robert E. Plaze on Posted in Compliance, Examinations, Private Equity Litigation, Regulation, SEC
SEC Announces New Approach to Disqualification Waivers
By Samuel J. Waldon, Karen J. Garnett, Joshua M. Newville and Robert E. Plaze on Posted in Regulation, SEC, Securities Law
