What Hedge Fund Managers Need to Know About Recent SEC Guidance on Substantive, Pre-Existing Relationships and Internet Use

On August 6, 2015, the staff of the SEC’s Corporation Finance Division issued Compliance and Disclosure Interpretations regarding general solicitations under Rule 506 of Regulation D under the Securities Act of 1933.  That guidance may change, endorse or liberalize certain hedge fund practices.  Separately, the SEC granted no-action relief to a firm using online qualification to establish a substantive, pre-existing relationship with an offeree.  Together, the guidance and no-action letter may alter some of the principles within which hedge funds and other private investment funds operate, potentially signifying a liberalization of how the SEC interprets the rules governing private offerings.  In a guest article, Steven M. Felsenthal, general counsel and chief compliance officer of Millburn Ridgefield Corporation, discusses the potential implications of the guidance and the no-action letter on the private investment fund industry.  Felsenthal will speak about marketing and compliance at the Ninth Annual Hedge Fund General Counsel and Compliance Officer Summit, hosted by Corporate Counsel and ALM.  For more information about the Summit, click here.  To register for the Summit, click here, using the HFLR’s promotional code available in this article for a discount of $500 off the registration price.  For additional insight from Felsenthal, see “Further CFTC Harmonization of Rules for Hedge Funds: A Welcome and Continuing Trend,” Hedge Fund Law Report, Vol. 7, No. 35 (Sep. 18, 2014); “What Do the CFTC Harmonization Rules Mean for Non-Mutual Fund Commodity Pools, Including Hedge Funds?,” Hedge Fund Law Report, Vol. 6, No. 40 (Oct. 17, 2013); and “CFTC and SEC Propose Rules to Further Define the Term ‘Eligible Contract Participant’: Why Should Commodity Pool and Hedge Fund Managers Care?,” Hedge Fund Law Report, Vol. 4, No. 21 (Jun. 23, 2011).

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