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Introducing Iron Road’s AI Reg Navigator

Our AI Regulatory Navigator provides an overview of key federal, state, and international policies relating to AI…

Compliance Risks for Evergreen Products in a Liquidity Challenged Environment

Drawing on our experience with the post-GFC regulatory environment, we developed this infographic outlining key considerations for…

SEC Charges Adviser in Connection with a Series of Season and Sell Transactions

In a first ever case, the SEC announced a settled enforcement action against an investment adviser arising…

SEC Proposes Changes to Form N-Port

The SEC proposed amendments to Form N-PORT that would largely roll back or revise elements of the…

Recent FINRA Action Underscores Risks of Using Aggregated and Projected Performance

FINRA Action Underscores Risks in Using Aggregated and Projected Performance

SEC’s Latest Case Focuses on Investment Advisory Agreement Provisions

The adviser’s investment advisory agreements included a hedge clause without a corresponding savings clause, an assignment clause…

Navigating the Road to a Successful Continuation Vehicle

While CV transactions can create value, they also raise unique and sometimes subtle compliance considerations. This infographic…

Division of Examinations Issues Risk Alert Highlighting the Challenges of Marketing Rule Compliance for Testimonials, Endorsements, and Third-Party Ratings.

The Division of Examinations recently issued a risk alert highlighting the challenges of complying with the key…

The Credit Valuation Pyramid

With credit and credit-related issues making headlines, it’s likely that loan and credit valuations will soon become…

SEC Publishes its 2026 Exam Priorities

Although the stated priorities appear to signal a shift to a more collaborative tone, we anticipate less…

SEC charges adviser over conflicted loans and failure to disclose key information in LP asset purchase.

The SEC charged a fund manager with securities law violations involving: (1) Related-party loans made at below-market…

Atkins SEC Brings Case Involving Marketing Rule Substantiation Requirement

New case reflects the Atkins’ Commission openness to continue to utilize the Advertising Rule’s substantiation requirement to…

SEC Brings Case Against a Private Equity Firm For Miscalculating Fee Offsets

On August 15, 2025, the SEC announced an enforcement action against a middle-market private equity firm for…

SEC Brings First Rule 105 Case Of New Administration

A Colorado-based RIA violated SEC Rule 105 (under Regulation M) when they purchased stock in a public…

SEC Brings Standalone Custody Rule Enforcement Action

An investment adviser with custody over assets failed to obtain a surprise exam.

SEC Charges Adviser and Individuals for Overbilling and Falsifying Compliance Reviews

On July 11, 2025 the SEC charged an investment adviser for failing to adequately disclose compensation arrangements…

Private Litigation Underscores Risks in Continuation and Cross-Fund Transactions

On July 5, 2025, a civil complaint was filed in the United States District Court for the…

SEC Files Cherry Picking Case, Cites Components of Proper Trade Allocation

The SEC’s order outlined specific steps the adviser could have taken to prevent the misconduct.

Democratization of Alternative Investments: Launch and Post Launch Checklist

Building on our earlier piece we published on fund selection—offers an overview of the key compliance responsibilities…

SEC Grants No-Action Letter Providing Limited Relief for Rule 192 Simplifying Implementation of the Rule Outside the ABS Trading Desk

The no-action letter addresses concerns that Rule 192 could be inadvertently triggered when two separate investment teams…

Democratization of Alternative Investments: Selecting the Right Fund Structure

The first step to accessing retail markets is selecting the appropriate regulated fund vehicle, as each structure…

Fundraising Pressure + Regulatory Confusion = A Risky Mix for Marketing Compliance

Five common issues that have emerged driven by difficult capital-raising environment and regulatory confusion created by SEC’s…

Insource / Outsource Tradeoff for Marketing Compliance Reviews

For many investment managers, outsourcing marketing compliance can bring cost savings, predictability and transparency.

Paul Atkins’ Senate Confirmation Hearing Provides Window into Priorities

Atkins testified before the Senate Banking Committee as part of his nomination for SEC Chairman.

Marketing Rule FAQ Update Clarifies Key Issues but Imposes Requirements

Marketing Rule FAQ Update Clarifies Key Issues but Imposes Requirements

New No-Action Letter Resolves Key Uncertainty Around 506(c) Offerings

SEC issues a new No-Action letter resolving key uncertainty around 506(c) offerings.

First Private Fund Case of the New Administration Demonstrates Importance of Expenses and Testing

SEC reached a settlement related to fiduciary duty violations, misappropriation of funds, custody rule breaches, and compliance…

Recent Investment Advisers Act Case Provides Window into New SEC Priorities

This case is particularly significant as it marks the first IA Act enforcement action under the new…

Seven Ways to Mitigate Model Risk for Non-Quantitative CCOs

Tips for non-quantitative CCOs to mitigate model risk.

SEC Charged Firm with Model Control Failure

This marks the first major SEC enforcement action related to model errors in a decade.

SEC Expense Case Highlights Perennial Issue in Private Equity

Many managers mistakenly believe they can charge expenses to funds unless their LPAs specify otherwise.

SEC Lawsuit Raises the Question of When Consultants Should Be Considered Access Persons

The lawsuit focused on an investment adviser’s failure to enforce its information barrier policies regarding a consultant.

SEC Private Fund Adviser Charge Implicates Conflict Mitigation Techniques

This case may influence how conflicts of interest are addressed at smaller investment advisers.

Iron Road Partners’ MarvinAI’s Analysis of Atkins Statements

President-elect Trump has nominated Paul Atkins, a former SEC Commissioner, to head the Securities and Exchange Commission.

Investment Allocation Testing Implications of the Leech / WAMCO case

The SEC filed a federal complaint against a portfolio manager alleging investment allocation fraud.

SEC Brings Valuation Charge Against Public Issuer with Takeaways for Certain Investment Managers

The case provides critical takeaways for managers of hard to value assets.

Possible Regulatory Implications of 2024 Election on Investment Management

Here are some insights drawn from our experience with previous transitions.

Is DPI Performance?

Do Distributions to Paid-In-Capital Need To Be Presented Net of Costs?

2025 Exam Priorities Related to the Investment Management Industry

The SEC’s Division of Examinations released their 2025 Examination Priorities.

SEC Brings 204A Case on MNPI Obtained Through Participation in a Creditor Committee

An adviser failed to adequately establish and implement MNPI policies and procedures.

SEC Brings Case with Implications for Investment Allocation Practices

An adviser failed to adequately disclose conflicts of interests in allocating investment opportunities.

SEC Case Reminder that Conflict Identification May Be Challenging

An adviser failed to properly manage conflicts of interest related to loans.

SEC Brings a BDC Custody Case

A business development company failed to properly custody privately offered securities and loans.

SEC Brings Investment Adviser Integration Case

The administrative proceeding involved an adviser improperly claiming the Private Fund Adviser Exemption.

SEC Brings Second Set of Marketing Rule Violation Cases

Violations involved requirements around substantiating material facts and the use of testimonials, endorsement, and third-party ratings.

SEC Brings Hedge Clause Case

A private fund and retail manager was cited for violations including improper use of a hedge clause.

Settlement Concerning a Vertically Integrated Real Estate Adviser

The manager failed to adequately disclose and obtain approvals for the use of related-party service providers.

Litigated Matter — Nature of Marketing Rule Performance

The SEC cited a private fund investment adviser for multiple violations including breaches of the Marketing Rule.

SEC Updates Forms N-PORT and N-CEN

The SEC adopted new fund liquidity reporting requirements for registered investment companies.

Standalone Compliance Rule Case Related to Related Party Service Provider Benchmarking

A private equity real estate adviser was charged over violations related to vertical integration.

Surveillance and Supervision Focused Off-Channel Communications Case

The SEC settled an administrative proceeding with 26 firms for off-channel communications.

SEC Case Highlights the Perils of Hypothetical Performance

An investment adviser violated the Investment Adviser Advertising Rule by posting hypothetical performance on a website.

Five Unexpected Marketing Rule Foot Faults

With product complexity increasing, some potential violations may be nuanced and difficult to identify.

Marketing rule case shows how SEC may apply “fair and balanced” standard to HF performance

The case has broad implications for how hedge funds market performance.

5th Circuit Overturns PFAR and Creates Significant Regulatory Uncertainty

While the SEC retains appeal options, it does not seem likely to prevail.

SEC Brings Case Against Investment Manager for Manipulating Data in Investor Communications

A hedge fund manager was charged with making false statements about the risk exposures of three funds.

The Seasons of the Regulatory Cycle

While regulations are steadily increasing, they are also subject to a distinctive and repeating regulatory cycle.

SEC Brings Five Marketing Rule Cases Incorporating More Elements

All of the respondents were marketing hypothetical track records without taking appropriate measures to prevent broad dissemination.

Shadow Insider Trading Decision

A jury found Matthew Panuwat, an executive at a publicly traded biotech company, guilty of insider trading.

First Ever Off-Channel Communications Case Against a Pure Play Investment Adviser

This is the first off-channel settlement with an investment adviser that does not have an affiliated broker-dealer.

SEC Brings First Ever Enforcement Cases Concerning Artificial Intelligence

The cases could set precedent and create a roadmap for future similar enforcement actions.

SEC Clarifies Performance Representation Rules When Using a Subscription Line of Credit

A new FAQ addresses net and gross private equity returns presentation when advisers use a subscription LOC.

Compliance Considerations for NAV Loan Facilities

NAV facilities are a relatively new phenomenon and have their own unique compliance risks.

SEC Charges Middle Market Private Equity Firm with Violation of MNPI

This may be the first MNPI enforcement case brought against a middle market private equity firm.

SEC Rule 192 — Prevention of Conflicts in Securitizations

The SEC has adopted its long-awaited rules on conflicts of interest relating to securitizations.

The Regulatory Playbook For Risks in the Current Environment

Expect regulators to execute a playbook emphasizing valuation, marketing, fees and expenses.

FY 2023 Division of Enforcement Results

While the overall number of standalone cases increased, monetary penalties decreased slightly.

ESG Implementation Failure

The fund manager was charged by the SEC and ordered to pay an unusually high penalty.

SEC Charges SolarWinds with Making Misstatements about Cybersecurity

SolarWinds and its chief information security officer were charged with ten violations of the Federal securities laws.

2024 Division of Examinations Priorities

This note focuses on the priorities relevant to alternative investment platforms and other private fund managers.

SEC Adopts Amendments to Beneficial Ownership Reporting

The new rules will most likely be effective in the first quarter of 2024.

SEC Enforcement related to Accelerated Monitoring Fees, and a GP-Led Transaction

This is the first private funds manager charged with Duty of Care and fiduciary duty violations.

Standalone Compliance Rule Enforcement Action Caused by Recidivism

Compliance Rule enforcement cases are usually pursued only in edge cases and in cases of recidivist behavior.

Five Managers Charged with Violating the Audit Exemption of the Custody Rule

This is the second set of cases brought as part of a targeted Custody Rule sweep.

Real Estate Manager Used “May” Language and Failed to Disclose a Related Party Fee

The case involved undisclosed brokerage fees paid by a fund to an affiliated deal sourcing entity.

Analysis of the SEC’s Private Fund Adviser Rules Package

Despite significant changes from the proposed package, the rules will still have a material impact on managers.

First Ever Marketing Rule Enforcement Case Illustrates “Fair and Balanced” Standard

The case against a FinTech investment adviser creates an important precedent.

Conflicted Transaction in Support of a de-SPAC by a Private Equity Firm

The private equity manager’s funds invested in a transaction sponsored by entities owned by the firm’s principals.

Improper Evaluation of Permanent Impairment

The case involved a complex set of impairment criteria which were not disclosed to investors.

Three Exam Myths Debunked

Addressing common misconceptions about SEC examinations

Poorly Implemented Valuation Policies and Procedures

A manager was charged with having insufficient policies and procedures to support Level 3 asset valuation.

SEC Adopts Form PF Amendments

The modifications increase examination risk for RIAs particularly in situations where there is portfolio distress.

Fraudulent Cross Trades and the Limits of Pricing Services

The charges related to inappropriate cross trades which resulted in the inflation of valuation and NAV-based fees.

SEC Brings Case Against an Auditor in Connection with a Private Equity Valuation

Rule 102(e) cases against auditors are extremely rare, particularly involving valuation matters.

Investment Allocation

Analyzing the potential risks and benefits of various allocation methodologies

Compliance Program Optimization

In certain areas, robust disclosure can reduce complexity, cost and risk.

Rule 105 Violations — Candlestick Capital and HITE

Managers cannot purchase stock in a public offering within 5 days of selling short the same stock.

SEC Safeguarding Rule — Initial Impressions for Alternative Investment Managers

The SEC proposed a renumbered and revised Custody Rule which would be renamed the “Safeguarding Rule.”

2023 Exam Priorities Related to Private Funds and Investment Advisers

This note focuses on the priorities relevant to private fund managers and large alternative investment platforms.

Valuation settlement with Bloomberg highlights an enforcement roadmap

The structure of the case is similar to one that might be brought against private fund managers.

Private Company Valuation

Five valuation red flags and what to do about them

Summary of SEC’s updated marketing rule FAQ

Key takeaways from an updated FAQ on the modernized marketing rule

Demystifying the SEC Exam Process

A Simple Guide to SEC Examinations

Two Point Capital — Compliance failures / lack of annual review leading to CCO liability

One of the charges could be the first of its kind.

Goldman Sachs Asset Management ESG policy and procedure failures

The case addresses some common foot faults we have observed in ESG program implementation.

SEC Proposed Rule on Outsourcing by Investment Advisers

A significant majority of outsourced service providers will be affected by the proposed rule package.

Net Returns, Track Records, and Substantiation

Tackling the Tough Advertising Issues for Private Market Managers

SEC Risk Alert on the new marketing rule signaling exam sweep

While Risk Alerts are often considered by compliance departments, this one is especially important.

Perceptive Advisors — The pitfalls of manager sponsored SPACs

Perceptive is a healthcare and biotech manager focused on crossover investments and advises multiple private funds.

Lone Star Funds — Errors in the implementation of vertical integration

The founder’s tax liability was included in the cost basis for services Lone Star provided its funds.

GNDF and the SEC Marketing Rule: A simple implementation of gross-net spread for utilizing model fees in generating net returns in private equity

GNDF and the SEC Marketing Rule

A simple implementation of gross-net spread for utilizing model fees in generating net returns in private equity

Energy Innovation Capital — Management Fees in Private Equity

The case involved three separate violations related to EIC improperly calculating its management fee base.

Crypto Insider Trading Case – Ishan Wahi

This note focuses on the question of which crypto assets may be crypto asset securities.

Energy Capital Partners Case – Costs Related to Bridge Financing

One of ECP’s funds absorbed line commitment costs attributable to co-investors without disclosure.

Bourgeois Case Concerning Private Equity Valuation Manipulation During Fundraising

Bourgeois recommended Abraaj Investment Management delay portfolio write‐downs until after the completion of a fundraising.

ESG Disclosure Rule Proposal

This note highlights the rule’s potential impacts on private fund managers and alternative investment advisers.

MNPI Risk Alert

The alert addressed alternative data, interaction with value added investors and general Code of Ethics violations.

SEC’s Division of Exams 2022 Priorities

This note focuses on the priorities relevant to private fund managers.

Projected Impact of New Private Funds Reporting and Transparency Proposals

The rule proposals could a have significant impact on alternative investment managers.

New Private Funds Rule Proposal

The SEC proposed a new rule focused on private funds disclosure and business practices.

Private Fund Risk Alert Part 2

The alert summarized compliance issues observed by the Division of Exams related to private fund advisers.

Interpreting SEC Comment Letters

There is significant information in the citations SEC examiners use in their Comment letters.

SEC Settlement with Global Infrastructure Management

GIP manages private equity style infrastructure funds, investing in the energy, transportation, digital, water and waste sectors.

Top Ten SEC Examination Mistakes to Avoid