Legacy Management Consulting Group LLC Bulletin: The Dodd-Frank Law and Investment Managers

Aug. 4, 2010 - PRLog -- The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Financial Bill") was enacted on July 21, 2010.  This bulletin attempts to help identify key legislative issues which will have an effect on investment managers to hedge funds and private equity funds.  
The Financial Bill revises one of the definitions of an "accredited investor" under the Securities Act of 1933 ("1933 Act").

"The Bill makes specific revision to the definition of an accredited investor and is effective immediately" stated Dominick Sartorio, Director of New Business at Legacy Management Consulting Group LLC.  More specifically, in determining if a natural person is an "accredited investor" who meets the $1 million net worth test, the value of such person's primary residence must now be excluded from the $1 million net worth calculation.  "Previously, a natural person's primary residence, net of any mortgage obligations, would be included in calculating a natural person's net worth." stated Anthony Urbano, Principal at Legacy.  The other definitions of an "accredited investor" under the 1933 Act are currently unrevised and remaining the same.  It is extremely important to note that this revision in definition is effective immediately.  As such, any placement memorandum, subscription documents or the like that may be in effect should be reviewed by you and your financial/legal professional(s) as soon as possible for any revisions that may be needed due to the new "accredited investor" definition.

Also important to note is that under this Financial Bill, the Investment Advisers Act of 1940 ("Advisers Act") is also amended to require many investment advisers that are currently exempt from registration with the SEC to register.  However, changes in rules under the Advisor Act will become effective July 21, 2011. In general, the Financial Bill requires all investment advisers to hedge funds and/or private equity funds that manage $150 million or more in assets to register with the SEC.  Importantly, the "private adviser" exemption which many hedge fund and private equity fund managers relied upon in the past is now being eliminated.  The "private adviser" exemption enabled an investment adviser to avoid SEC registration if it: (i) did not act as an investment adviser to a registered investment company or business development company; (ii) had fewer than 15 clients (counting each fund as 1 client); and (iii) did not hold itself out to the public as an investment adviser.  Finally, it is also important to keep in mind and note that the SEC will need to issue additional guidance on numerous aspects of the Financial Bill relating to registration for the investment adviser and how they may coordinate implementation and enforcement efforts with State regulators.


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U.S. Treasury Circular 230 Notice:  Any U.S. federal tax advice included in this communication is not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax penalties.

The information contained herein was prepared by Legacy Management Consulting Group, LLC from public documents for general informational purposes.  Its contents should not be construed as professional advice, and readers should not act upon the information contained herein without consulting a professional.  This information is presented without any representation or warranty as to its accuracy, completeness or timeliness.  Transmission or receipt of this information does not create any relationship with Legacy Management Consulting Group, LLC.  Electronic mail or other communications with Legacy Management Consulting Group, LLC cannot be guaranteed to be confidential and will not imply nor create any relationship with Legacy Management Consulting Group, LLC.

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