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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, February 27, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will analyze the SEC's proposed changes to Rules 206(4)-1 (the Advertising Rule) and 206(4)-3 (the Solicitation Rule) of the Investment Advisers Act of 1940. The panel will also discuss the changes investment advisers will need to put in place to comply with the new rules and the time frame for implementation.

Faculty

Kay Gordon
Miscellaneous
Kevin P. Scanlan
Partner
Kramer Levin Naftalis & Frankel LLP

Mr. Scanlan advises clients on structuring, forming and investing in international and domestic private investment funds, including hedge funds, private equity funds, real estate funds, venture capital funds and fund-of-funds. In addition, he advises funds in connection with their subsequent investment activities. He represents large, well-established funds and managers as well as first-time funds of high-quality emerging managers.

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Dorothy D. Mehta
Partner
Cadwalader Wickersham & Taft LLP, London

Ms. Mehta is a partner in the firm’s Financial Services Group and a leader in its Investment Management Practice. Her client base includes U.S. and non-U.S. investment advisers to hedge funds, private equity funds and managed accounts, commodity pool operators, commodity trading advisors and family offices. Ms. Mehta has extensive experience in the structuring, formation and operation (domestically and on a cross-border basis) of a variety of alternative investments products, including U.S. and non-U.S. hedge funds, private equity funds, hybrid funds, funds-of-funds, and commodity pools (both privately- and publicly-offered), and the establishment of separately managed account arrangements.

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Description

On Nov. 4, 2019, the SEC released proposed rule amendments that would substantially modify the Advertising Rule and the Solicitation Rule. The first substantive amendments in over 50 years, the amendments would drastically change the advertising landscape for advisers today and require increased recordkeeping practices and administrative oversight to remain in compliance. Advisers' counsel must have a firm grasp of the proposed changes.

The Advertising Rule amendment includes several structural and procedural changes that investment advisers will need to consider, including a new, broader definition of "advertisement" intended to reflect modern methods of communication. The proposed rule also explicitly extends investment advisers' obligations to include interactions with investors in pooled investment vehicles and contain a new formal requirement for advertisements to be reviewed and approved by a designated employee of an investment adviser before dissemination.

The Solicitation Rule--which regulates advisers' ability to pay cash to individuals who solicit new investors on their behalf--is amended to apply to both cash and non-cash compensation and expanded to cover solicitations of investors in private funds. It also formally requires additional conflict of interest disclosure by solicitors, broadens the category of persons that are ineligible to act as solicitors, and expands advisers' recordkeeping duties under SEC Rule 204-2 of the Advisers Act (the Books and Records Rule).

Listen as our authoritative panel discusses these and other changes anticipated under the SEC's proposed Advertising and Solicitation Rules.

Outline

  1. Proposed amendments to Advertising Rule
    1. The revised definition of advertisement
    2. General prohibitions on advertising practices
    3. Testimonials, endorsements, and third-party ratings
    4. Performance advertising
    5. Review and approval of advertisements
    6. Amendments to Form ADV
  2. Proposed changes to Solicitation Rule
    1. Solicitation of existing and prospective investors
    2. Expanding the Solicitation Rule to address all forms of compensation
    3. Solicitor disclosure
    4. Exemptions
    5. Disqualifications
  3. Proposed amendments to Books and Records Rule
  4. Considerations for investment advisers

Benefits

The panel will review these and other key issues:

  • What types of communications would be deemed "advertisements" under the proposed rule?
  • How does the new principles-based approach differ from the previous rule regarding prohibited practices?
  • In what ways does the new cash Solicitation Rule promote improved compliance and investor protection?
  • What changes have been made to solicitor compensation rules?