SEC Cites Investment Adviser for Beneficial Ownership Reporting Failures

Registered investment advisers are typically required to make various kinds of regulatory filings. For example, Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder require the purchaser of more than five percent of an issuer’s registered equity securities to report the purchase on Schedule 13D and to amend that Schedule promptly after any material change to the information contained in the Schedule. In a recent settlement order (Order) against an investment adviser, the SEC claimed that the adviser failed to file timely amendments to a Schedule 13D both after deciding to abandon a contemplated acquisition and after liquidating a significant portion of the position it had acquired in the potential target. This article discusses the relevant law and regulations, the adviser’s alleged violations and the terms of the Order, which is an important reminder that advisers should have robust policies and procedures for ensuring timely regulatory filings. See “How Fund Managers Can Navigate Sections 13(d) and 16 of the Exchange Act” (Feb. 28, 2019).

To read the full article

Continue reading your article with a HFLR subscription.