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Gwen Williamson

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Gwen Williamson represents registered investment companies and their independent directors, as well as investment advisers, family offices, and nonprofit organizations. She advises clients on governance and compliance responsibilities under the federal securities laws, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Gwen has significant experience in the ESG and principles-based investing space.

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In a break from prior practice, the U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (EXAMs) has published its priorities at the start of the 2024 fiscal year. It is a strong signal that the EXAMs staff expects asset managers to be well prepared to demonstrate their compliance with respect to “the key risks, trends, and examination topics” identified by the staff.

The EXAMs staff has grown substantially over the past year, and the increased “field presence” supports the stated goal of promoting transparency and compliance. This heavier examination hand comes in a period of ever-growing compliance burdens as the SEC has proposed, and recently adopted, rulemaking that stands to significantly affect the asset management industry.

The U.S. Securities and Exchange Commission (SEC) announced on September 11, 2023, settlement agreements with nine registered investment advisers. All were charged with advertising hypothetical performance on their websites without adopting and implementing policies and procedures required by Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers Act of 1940 (Advisers Act).

In the blitz of regulatory and financial developments that have made headlines throughout the first quarter of 2023, a recent FINRA enforcement action serves as a reminder to both broker-dealers and their representatives that Regulation Best Interest (Reg BI) remains an area of focus for FINRA. This action underscores how important it is for broker-dealers…

Given this week’s headlines, many emerging companies may be asking themselves: “Why am I holding so much cash?”
The Investment Company Act of 1940 (the 1940 Act) may be to blame.

“Inadvertent” Investment Companies

But I don’t have any intent of being an investment company. Aren’t those mutual funds or hedge funds? I’m

…

In the first half of 2022, we saw significant U.S. Securities and Exchange Commission (SEC) enforcement and rulemaking activity around ESG investing, and the SEC’s intense focus in this area shows no signs of abating as we move through the third quarter. In this four-post series we:

  • Summarize the 2019-2021 ESG-related initiatives at the SEC;
  • Review the SEC’s ESG-related enforcement activity in the asset management industry;
  • Outline the SEC’s May 2022 ESG-related rule proposals for funds and advisers; and
  • Suggest factors that mutual fund boards should consider in their oversight of ESG funds and adviser ESG initiatives.

On Monday, the SEC announced its much anticipated proposal on climate-related disclosure for public companies. As our colleague Allison Handy explains in her Public Chatter blog, the proposal would require disclosure on climate-related risks financial statement metrics, including information on greenhouse gas emissions, weather-related and other natural events, operational resilience, and the company’s climate-related transition…