SEC Regulatory Considerations

Timothy Peterson

As the investment community and infrastructure globalises, non-US firms must become increasingly aware of what is arguably the strictest investment regulatory environment in the world. This chapter is not intended as legal or regulatory advice, but no firm that hopes to market or operate in the US can do so without a fairly comprehensive understanding of the thousands of pages of regulation that govern investment advisers, companies and securities issuance in the US.¹²The information in this chapter is not intended to serve as, or be a substitute for, professional advice on regulatory matters. The reader should consult with their professional legal and compliance advisers on specific matters regarding their business operations in determining the applicability of the laws, regulations and recommendations discussed.

This chapter is divided into three sections: (1) an overview of the major securities laws that may relate to alternative investment managers in the US; (2) registration exemptions, which form the basis for the private fund industry; and (3) marketing considerations, which are derived from a series of no-action letters.

FOUNDATIONAL SECURITIES LEGISLATION

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