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Entries tagged “fund formation”

Alert to Broker-Dealers and Hedge Funds: SEC Charges Broker-Dealer with Naked Short-Selling Violations

im-report Alert to Broker-Dealers and Hedge Funds: SEC Charges Broker-Dealer with Naked Short-Selling Violations Debbie A. Klis · May 28, 2021

On May 19, 2021, the Securities and Exchange Commission (“SEC”) charged a broker-dealer, BTIG, LLC (“BTIG”), with repeatedly violating the (i) order-marking and (ii) locate provisions of Regulation SHO, in connection with more than 90 sale orders from a single hedge fund customer. Regulation SHO regulates short sales of securities and is aimed, in large…

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Latest News on ESG Regulations and Investing

im-report Latest News on ESG Regulations and Investing Debbie A. Klis · May 11, 2021

Environmental, social and governance (ESG) factors have become a key discussion point in the asset  management industry, with many managers incorporating ESG considerations into the investment processes.  In 2019, ESG investment funds increased by $70 billion while traditional equity funds saw an outflow of $200 billion.  ESG investments continue to increase in comparison to “traditional” equity…

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SEC Statement on Accounting for Warrants in SPAC IPOs is Causing Some Hands to Wring

im-report SEC Statement on Accounting for Warrants in SPAC IPOs is Causing Some Hands to Wring Debbie A. Klis · April 15, 2021

On April 12, 2021, the Securities and Exchange Commission (SEC) released a new interpretation, without notice or a comment period, which calls into question whether warrants issued by special purpose acquisition companies (SPACs) could continue to be considered equity instrument.  The SEC’s new interpretation reveals a position that is contrary to widespread practice of classifying…

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IRS Guidance Provides Flexibility for Disaster-Related Extension of OZ Working Capital Safe Harbor

im-report IRS Guidance Provides Flexibility for Disaster-Related Extension of OZ Working Capital Safe Harbor Debbie A. Klis · April 13, 2021

The Internal Revenue Service (IRS) will publish in April 14, 2021’s Federal Register a notice of proposed rulemaking for the opportunity zones (OZ) incentive that provides flexibility in the 24-month extension of the working capital safe harbor in the case of federally declared disaster areas. The proposed rule that would also provide requirements that certain…

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New Regulation Crowdfunding Rules Come into Effect

im-report New Regulation Crowdfunding Rules Come into Effect Niccolo Barber · March 17, 2021

In 2012, the Jumpstart Our Business Startups (“JOBS”) Act introduced Regulation Crowdfunding (“Reg CF”) to the regulatory framework governing exempt offerings, enabling eligible companies to offer and sell securities through crowdfunding.  The JOBS Act was created to ease securities regulations and to encourage the private funding of U.S. small businesses by reducing costs associated with…

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Bi-Partisan Legislation Introduced to Extend OZ Investment Period to 2028

im-report Bi-Partisan Legislation Introduced to Extend OZ Investment Period to 2028 Debbie A. Klis · February 21, 2021

House of Representatives Propose Legislation to Extend the Opportunity Zone Tax Deferral for Two Additional years. The Opportunity Zones Extension Act would extend the capital gains tax deferral date to permit the deferral of capital gains until the end of 2028. This Bi-Partisan legislation is intended to attract additional private sector investment in underserved communities.…

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Taxation of Carried Interests is Reignited by Recent Congressional Bill

im-report Taxation of Carried Interests is Reignited by Recent Congressional Bill Debbie A. Klis · February 17, 2021

Representatives Bill Pascrell (D-NJ), Andy Levin (D-MI) and Katie Porter (D-CA) released H.R. 1068[1] on February 16, 2021, known as the “Carried Interest Fairness Act” (the “Act”).  The Carried Interest Fairness Act would tax carried interest compensation at ordinary income tax rates and treating it as wage income subject to employment taxes.  Capital gains taxation…

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IRS Notice Extends Several Opportunity Zone Investment Deadlines

im-report IRS Notice Extends Several Opportunity Zone Investment Deadlines Debbie A. Klis · January 20, 2021

The Internal Revenue Service (IRS) issued Notice 2021-10 on January 19, 2021 that extends several deadlines related to investments in qualified opportunity zones (QOZ) and by qualified opportunity funds (QOFs). 180-Day Window Extended.  Of particular importance, Notice 2021-10 provides an extension to taxpayers’ 180 day reinvestment window in QOFs due to the COVID-19 pandemic.  Henceforth,…

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Rimon Law welcomes Sean Byrne as Investment Management Partner in its San Francisco office

news Rimon Law welcomes Sean Byrne as Investment Management Partner in its San Francisco office Sean Byrne · January 19, 2021

San Francisco, CA – Rimon is proud to welcome Sean Byrne as an Investment Management Partner in the firm’s San Francisco office. Mr. Byrne joins Rimon from Morrison & Foerster. Mr. Byrne focuses his practice on the investment management industry, handling all aspects of the formation and operation of venture capital, real estate and other private investment funds, including…

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2020 in the Rear-View Mirror:  Key Takeaways Applicable to Private Investment Funds and Private Offerings

im-report 2020 in the Rear-View Mirror:  Key Takeaways Applicable to Private Investment Funds and Private Offerings Debbie A. Klis · January 8, 2021

In 2020, the Securities and Exchange Commission (SEC) renewed its focus on private investment funds while easing limits on private placements generally.  As the SEC observes, private fundraising easily surpasses public fundraising including with respect to private investment funds.  The following discussion recaps a few of the key developments affecting private offerings, private funds and…

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