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Three Bills Introduced in the U.S. House of Representatives Concerning Access to Capital Markets

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On March 23, 2016, three bills affecting access to capital markets were introduced in the U.S. House of Representatives. H.R. 4850: Micro Offering Safe Harbor Representative Tom Emmer of Minnesota introduced this bill that would add a new type of exempt transaction under section 4 of the Securities Act of 1933.... Read More

Topics: Private Equity, Public Companies and Securities

Seller’s Disclaimer of Extracontractual Representations Is Not Enough To Preclude a Fraud Claim

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In FdG Logistics LLC v. A&R Logistics Holdings, Inc. Chancellor Bouchard of the Delaware Court of Chancery found that a seller’s disclaimer of extracontractual representations is not enough to preclude a fraud claim.  A fraud claim can only be precluded if the buyer affirmatively states what it is relying on... Read More

Topics: Litigation, M&A, Private Equity

Three Bills Proposing Amendments to the Federal Securities Laws Gain Traction in Congress

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The U.S. House of Representatives passed three bills on February 1, 2016 that propose changes to the federal securities laws, including the Securities Act of 1933 (’33 Act) and Securities Exchange Act of 1934 (’34 Act). The Fair Investment Opportunities for Professional Experts Act (H.R. 2187) passed the House by... Read More

Topics: Broker-Dealer, Investment Advisers, Private Equity, Public Companies and Securities

SEC 2016 Examination Priorities for Private Equity and Hedge Funds

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The SEC Office of Compliance Inspections and Examinations, or OCIE, has published its list of 2016 examination priorities. Matters of interest for private equity and hedge fund sponsors include: OCIE will continue conducting focused, risk-based examinations of selected registered investment advisers that it has not yet examined. OCIE will examine... Read More

Topics: Investment Advisers, Private Equity

SEC Warns on Outsourced Chief Compliance Officers

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The SEC’s Office of Compliance Inspections and Examinations, or OCIE, recently issued a risk alert titled “Examinations of Advisers and Funds That Outsource Their Chief Compliance Officers.”  According to the alert, OCIE staff have noted a growing trend in the investment management industry: outsourcing compliance activities to third parties, such... Read More

Topics: Investment Advisers, Private Equity

Delaware Addresses Exclusive Representations, Integration and Exclusive Remedies Provisions

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In Prairie Capital III, L.P. v. Double E Holding Corp. the Delaware Court of Chancery examined exclusive representations and integration clauses, omissions and exclusive remedies provisions.  The opinion notes: Delaware law enforces clauses that identify the specific information on which a party has relied and which foreclose reliance on other... Read More

Topics: Litigation, M&A, Private Equity