The Continuing Trend – and Potential Ramifications – of Increasing Private Fund Manager Obligations

In February 2022, the SEC proposed new rules (Proposal) under the Investment Advisers Act of 1940 (Advisers Act) that, if implemented, would be the most significant enhancement of disclosure obligations for private fund managers since the Dodd‑Frank Act. Citing investor protection and transparency concerns for LPs as investors, the Proposal signals the Commission’s belief that existing general disclosure obligations under the Advisers Act are insufficient and that additional tools are needed in the fund manager enforcement and examination toolbox. In a guest article, Proskauer attorneys Joshua M. Newville, Robert H. Sutton and Adam L. Deming analyze the SEC’s shifting stance over time toward fund manager disclosure obligations; relevant provisions of the Proposal marking that shift; other recent forms of SEC rulemaking and guidance that evidence the agency’s new stance; and potential ways the SEC’s evolving approach could manifest in its enforcement efforts. See our three-part series on the Proposal: “Overview of the Proposal and the Importance of Industry Comments” (May 24, 2022); “General Observations” (May 31, 2022); and “Rule‑Specific Concerns and Next Steps” (Jun. 7, 2022).

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