The following Annual Review is a summary of some of the significant changes and developments that occurred in the past year and certain recommended practices that investment advisers/investment managers to private funds should consider in 2025.
Highlights from this year’s Annual Review include:
- An in-depth review of SEC regulatory changes, including detailed explanations of new SPAC-related rules, the expanded scope of market participants under the Exchange Act, amendments made to Form PR and Regulation S-P, recently adopted rules regarding the Investment Company Act, and judicial invalidation and other challenges to SEC rulemaking.
- A summary of SEC examination priorities impacting investment advisers, including off-channel communications, fees and expenses, conflicts of interest and exempt reporting adviser exams.
- A review of recent SEC guidance, compliance challenges, and enforcement actions related to the Marketing Rule, highlighting issues such as IRR calculations, deficiencies in marketing materials, recordkeeping violations and evolving examination priorities for investment advisers.
- Tax updates, including an overview of the tax implications of new regulations and decisions regarding REITS, market-based sourcing for sales, “corporate jets,” partnerships, Section 83(b) elections and a summary of the UK’s recent tax proposal on carried interest.
- A comprehensive overview of required regulatory filings across the many agencies overseeing the private funds industry, including a quick-reference table for monthly filings in 2025.
