Joot Blog

Stay up to date with perspectives, news and updates pertaining to investment management technology, legal, compliance and more.

Corporate Governance Update: How Delaware law interacts with federal securities law

Oct 4, 2018 8:00:56 AM / by Bo J. Howell posted in Corporate Governance, Fiduciary, Investment Advisers, Board of Directors, Compliance, Delaware law, Directors/Trustees

For many asset managers and investment companies, the topic of compliance tends to focus on federal securities, particularly Rule 206(4)-7 under the Investment Advisers Act of 1940 (the "Advisers Act) and Rule 38a-1 under the Investment Company Act of 1940 (the "Company Act"). While these rules and the SEC's guidance related to them are important, state law also plays a vital role in compliance. Delaware case law and other legal principles support the conclusion that chief compliance officers of SEC-registrants also have a fiduciary duty under state law to develop, enact, and maintain a robust compliance program.

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SEC Decides it's Time to Help Investors Understand the Difference between Brokers and Advisers

Apr 21, 2018 8:31:27 AM / by Bo J. Howell posted in Fiduciary, Investment Advisers, SEC, SEC Rule, SEC Updates, 1934 Act, Advisers Act, Brokers

The SEC has finally proposed a rule that will help clarify the distinction between brokers that refer to themselves as "financial advisors" and investment advisers. (We won't get into why it took so long or how this is a response to the Department of Labor's fiduciary rule, which was recently vacated by federal courts.) Most investors are unaware of the difference and the legal standards that apply to both. In the case of brokers, they are not fiduciaries, which means they do not have to act in the best interest of customers. Investment advisers, however, are fiduciaries and must always act in the best interest of clients. This may seem like a subtle distinction, but it's hugely important for investors that are not well-versed in the working of our securities markets.

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