The Real Estate Roundtable and 12 trade organizations recently responded to a set of sweeping, proposed Securities and Exchange Commission (SEC) rules that would significantly increase the compliance obligations of advisers to “private funds.” (Coalition letter, March 1)

Time Extension Request

• The coalition letter detailed why time extensions are needed for comprehensive responses to two recently introduced SEC NPRMs (“Notice of Proposed Rulemaking”), which include more than 800 questions and an extensive expansion of cost-benefit analysis requests. The SEC provided a tight deadline for stakeholders to respond to the proposed rules.
  
  
• The SEC issued two NPRMs on Jan. 26 and Feb. 9 that would significantly change how private funds are regulated. If approved, the proposed rules would require private-equity and hedge-fund managers to provide new statements on fund performance, compensation, fees and expenses. The NPRMs passed the Commission on a 3-1 party-line vote, with one dissenting Republican. (Wall Street Journal and PoliticoPro, Feb. 9)

• Currently, under most conditions, private companies are exempt from registration requirements put forth by the SEC, above – instead, they are regulated at the state level, where registration and disclosure requirements vary by state. The proposed rules would increase the compliance burden for private fund advisers, potentially impeding capital formation. (SEC resources: Jan. 26 News Release | Fact Sheet | Proposed Rule and Feb. 9 News Release | Fact Sheet | Proposed Rule)
  
  
• The coalition response provided context to the NPRM requests, noting the deluge of recent SEC regulatory initiatives. The coalition letter stated, “We and our members will need simultaneously to analyze and prepare comments for these proposals as well as other significant proposals on short-selling (with the related re-opened proposal on securities lending), shortening the securities transaction settlement cycle, beneficial ownership reporting, security-based swap position reporting, and cybersecurity risk management (collectively representing more than 1,000 additional pages of text and thousands of additional individual questions from the Commission).”

A “LawFlash” report on the proposed SEC rules is available from Morgan Lewis. The Roundtable’s Real Estate Capital Policy Advisory Committee (RECPAC) will continue to respond to the SEC’s various proposed regulatory initiatives with its industry and coalition partners.

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