In this client alert, Warshaw Burstein Managing Partner Fred Cummings and Partner/ Chair of the Tax Law Group Jason Diener provide year-end updates on the Corporate Transparency Act, whose rules requiring disclosure of entity beneficial ownership are set to take effect in January.

U.S. Treasury Department's Financial Crimes Enforcement Center unit rules governing the disclosure of beneficial ownership information are currently set to become effective January 1, 2024. The new rules contain ambiguities regarding certain fundamental definitions, and do not definitively resolve issues regarding access to the beneficial owner information reported as well as mechanical aspects of the reporting procedures.

In a recent Risk Alert, the Division of Examinations of the SEC provided guidelines explaining how it utilizes a risk-based approach for selecting SEC-registered investment advisers to examine and for determining the risk areas to examine. If you have any questions concerning how to prepare or organize for an SEC examination, please contact Meryl Wiener or your regular Warshaw Burstein attorney.

Earlier this year, the SEC staff issued a bulletin setting forth standards of conduct for broker-dealers and investment advisers with respect to their respective care obligations when providing investment advice and recommendations to retail investors (the “Bulletin”).

On February 7, 2023, the SEC’s Division of Examinations announced its examination priorities for 2023. Examination priorities are released annually and provide investors and registrants with transparency into those areas that DOE believes bring heightened risks to investors, registrants and to the integrity of the U.S. capital markets.

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the “accredited investor” definition in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, that update and improve the accredited investor definition. The purpose of the amendments is to better identify investors that have sufficient knowledge and expertise to participate in investment opportunities that do not have the rigorous disclosure and procedural requirements and related investor protections, provided by registration under the Securities Act. The amendments are substantially as proposed by the SEC on December 18, 2019.