New SEC Advertising and Solicitation Rules for Investment Advisers

Expanded Definition of Advertising, Increased Scrutiny of Third-Party Solicitation, New Recordkeeping Requirements

Recording of a 90-minute premium CLE webinar with Q&A


Conducted on Thursday, February 27, 2020

Recorded event now available

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Program Materials

This CLE webinar will analyze the SEC's proposed changes to Rules 206(4)-1 (the Advertising Rule) and 206(4)-3 (the Solicitation Rule) of the Investment Advisers Act of 1940. The panel will also discuss the changes investment advisers will need to put in place to comply with the new rules and the time frame for implementation.

Description

On Nov. 4, 2019, the SEC released proposed rule amendments that would substantially modify the Advertising Rule and the Solicitation Rule. The first substantive amendments in over 50 years, the amendments would drastically change the advertising landscape for advisers today and require increased recordkeeping practices and administrative oversight to remain in compliance. Advisers' counsel must have a firm grasp of the proposed changes.

The Advertising Rule amendment includes several structural and procedural changes that investment advisers will need to consider, including a new, broader definition of "advertisement" intended to reflect modern methods of communication. The proposed rule also explicitly extends investment advisers' obligations to include interactions with investors in pooled investment vehicles and contain a new formal requirement for advertisements to be reviewed and approved by a designated employee of an investment adviser before dissemination.

The Solicitation Rule--which regulates advisers' ability to pay cash to individuals who solicit new investors on their behalf--is amended to apply to both cash and non-cash compensation and expanded to cover solicitations of investors in private funds. It also formally requires additional conflict of interest disclosure by solicitors, broadens the category of persons that are ineligible to act as solicitors, and expands advisers' recordkeeping duties under SEC Rule 204-2 of the Advisers Act (the Books and Records Rule).

Listen as our authoritative panel discusses these and other changes anticipated under the SEC's proposed Advertising and Solicitation Rules.

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Outline

  1. Proposed amendments to Advertising Rule
    1. The revised definition of advertisement
    2. General prohibitions on advertising practices
    3. Testimonials, endorsements, and third-party ratings
    4. Performance advertising
    5. Review and approval of advertisements
    6. Amendments to Form ADV
  2. Proposed changes to Solicitation Rule
    1. Solicitation of existing and prospective investors
    2. Expanding the Solicitation Rule to address all forms of compensation
    3. Solicitor disclosure
    4. Exemptions
    5. Disqualifications
  3. Proposed amendments to Books and Records Rule
  4. Considerations for investment advisers

Benefits

The panel will review these and other key issues:

  • What types of communications would be deemed "advertisements" under the proposed rule?
  • How does the new principles-based approach differ from the previous rule regarding prohibited practices?
  • In what ways does the new cash Solicitation Rule promote improved compliance and investor protection?
  • What changes have been made to solicitor compensation rules?

Faculty

Gordon, Kay
Kay A. Gordon

Partner
Nelson Mullins Riley & Scarborough

Ms. Gordon counsels clients on hedge fund, funds-of-fund, private equity fund, real estate fund, venture funds, and...  |  Read More

Mehta, Dorothy
Dorothy D. Mehta

Partner
Cadwalader Wickersham & Taft

Ms. Mehta is a partner in the firm’s Financial Services Group and a leader in its Investment Management Practice....  |  Read More

Scanlan, Kevin
Kevin P. Scanlan

Partner
Kramer Levin Naftalis & Frankel

Mr. Scanlan advises clients on structuring, forming and investing in international and domestic private investment...  |  Read More

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