Publications

SEC Update

Janet R. Murtha published an article on the new SEC rules which permit general solicitations and advertising in connection with private offerings in the September issue of The Investment Lawyer. 

Proposed Rules for Cross-Border Security-Based Swap Activities

For a detailed discussion summarizing how the Securities and Exchange Commission proposes to apply its rules regulating security-based swaps to cross-border security-based swap activities, please download the pdf above.

 

US Government Moves Rapidly to Meet FATCA Milestones

May 2, 2013  -- For a detailed discussion summarizing several of the US government's latest actions to implement the Foreign Account Tax Compliance Act ("FATCA"), please download the pdf above.

Dealing with FBARs

Charles E. Chromow published an article on FBAR reporting of foreign financial accounts by US persons in the August issue of the Journal of International Taxation.

Proposed Regulations under FATCA

March 5, 2012 -- Starting in 2014, the Foreign Account Tax Compliance Act of 2009 ("FATCA") will, among other things, force non-US financial institutions to disclose their US customers. Non-compliant institutions face a 30% US withholding tax on certain payments such as dividends, interest and other "fixed and determinable annual or periodical" payments from US sources.

Recently the DOT and IRS issued long-awaited proposed regulations under FATCA.

For a high-level discussion of two areas of the proposed regulations, please download the pdf above.

New IRS Amnesty for Holders of Offshore Accounts

January 17, 2012 -- The IRS issued a new amnesty program for persons who have not reported income from foreign bank and other accounts. For a detailed discussion, please download the pdf above.

Offshore Accounts - Deadline Extended for 2011 Tax Amnesty

August 31, 2011 -- On February 9, 2011, the IRS announced a new Offshore Voluntary Disclosure Initiative for persons who had not reported income from foreign bank and other accounts to the IRS. Due to Hurricane Irene, the IRS extended the deadline for this amnesty. For a detailed discussion, please download the pdf above.

Delayed Implementation Schedule for Foreign Account Tax Compliance Act of 2009

August 23, 2011 -- The IRS recently issued Notice 2011-53. This Notice delays the implementation of the Foreign Account Tax Compliance Act of 2009 (FATCA). For a detailed discussion, please download the pdf above.

SEC Adopts New Rule Establishing Large Trader Reporting Requirements

August 22, 2011 -- On July 26, 2011, the SEC adopted a new rule that establishes a reporting regime for large traders. For a detailed discussion, please download the pdf above.

IRS Suspends Obligation to Report Information About Investments in Foreign Corporate Funds

July 14, 2011 -- Recently the IRS issued Notice 2011-55. This Notice postpones the obligation of a US investor to report its holding in a passive foreign investment company (PFIC). For a detailed discussion, please download the pdf above.

Recent Agency Guidance Under Foreign Account Tax Compliance Act of 2009

June 27, 2011 -- Recently the IRS issued Notice 2011-34. This is the second published guidance by the IRS and the US Treasury Department with respect to FATCA. For a detailed description, please download the pdf above.

SEC Adopts Final Rules Implementing New Regulatory Regime for Investment Advisers, Extends Compliance Deadline

June 27, 2011 -- On June 22, 2011, the SEC adopted final rules implementing changes to the Advisers Act pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and extended the deadline for compliance with most provisions of the new law to March 30, 2012.The rules contain the conditions for the exemptions from SEC registration for foreign private advisers, advisers to venture capital funds, and certain domestic and foreign private fund advisers. The rules also clarify the recordkeeping and reporting requirements for exempt and non-exempt advisers, the exclusion of family offices from regulation under the Advisers Act, and the transition rules for mid-size advisers for whom SEC registration is no longer available.For a summary of these rules please download the pdf above.

New IRS Guidance Regarding Amnesty for Taxpayers With Foreign Accounts

June 3, 2011 -- On February 9, 2011, the IRS announced a new Offshore Voluntary Disclosure Initiative for persons who had not reported income from foreign bank and other accounts to the IRS. Yesterday, the IRS extended the deadline for this amnesty and provided relief for US taxpayers living abroad. For a detailed description, please download the pdf above.

SEC Proposes Changes to Definition of "Qualified Client"

May 13, 2011 -- On May 10, 2011, the SEC announced its intent to change the monetary thresholds in the definition of a "qualified client" pursuant to Rule 205-3 of the Advisers Act. Section 418 of the Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to adjust these thresholds as of July 21, 2011 and every five years thereafter for inflation. For a detailed description, please download the pdf above.

SEC Considers Delaying Registration Deadlines for Certain Investment Advisers

April 12, 2011 -- In a letter dated April 8, 2011, to the North American Securities Administrators Association, Robert E. Plaze, Associate Director of the SEC indicated that he expects the SEC to consider granting certain investment advisers a grace period for compliance with the new registration requirements under the Advisers Act as introduced by Dodd-Frank. For a detailed descritpion, please download the pdf above.

Foreign Account Tax Compliance Act of 2009 First Agency Guidance

January 20, 2011 -- Recently the IRS issued Notice 2010-60. This is the first published guidance by the IRS and the US Treasury Department with respect to FACTA. For a detailed description, please download the pdf above.

Proposed SEC Rules for Venture Capital Funds and Private Fund Advisers

December 13, 2010 -- On November 19, 2010, the SEC proposed rules defining the term venture capital fund and implementing the new exemption from SEC registration for advisers to private funds introduced by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The new exemptions will become effective on July 21, 2011. For a detailed description, please download the pdf above

Foreign Investment Advisers: Traps for the Unwary in the Proposed SEC Rules

December 13, 2010 -- On November 19, 2010, the SEC proposed rules implementing the new exemption for foreign private advisers from SEC registration introduced by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The new exemption will become effective on July 21, 2011. It relies in substantial part on the SEC's current position with respect to the registration requirements for foreign investment advisers, but expands the universe of foreign investment advisers required to register with the SEC by including the number of investors and the assets under management in private funds managed by foreign investment advisers in determining their eligibility to rely on the exemption. The proposed SEC rules imlementing the private adviser exemption further expand the number of foreign investment advisers that will in the future be required to register with the SEC. For a detailed description, please download the pdf above.

SEC Proposal Defines "Family Offices" to be Excluded from the Investment Advisers Act

October 19, 2010 -- On October 12, 2010, the SEC proposed a rule specifying "family offices" that continue to be exempt from the registration as investment advisers under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The SEC now proposes to adopt a new rule 202(a)(11)(G)-1 under the Advisers Act to define family offices that would be excluded from the definition of "investment adviser" under the Advisers Act. For a detailed description, please download the pdf above.

First Agency Guidance Under Foreign Account Tax Compliance Act of 2009

October 8, 2010 -- On August 27, 2010, the IRS issued Notice 2010-60, the first major guidance about the application of the Foreign Account Tax Compliance Act of 2009 ("FATCA"). For a detailed discussion of the principal content of this notice, please download the PDF above.

Dodd-Frank: Outlook for U.S. and Foreign Investment Advisers, Private Funds, and Family Offices

August 17, 2010 -- On July 21, 2010 President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. This act will change the regulation of U.S. and foreign investment advisers, private funds and family offices. For a detailed description of these changes, please download the PDF above.