Enforcement

SEC Charges ACM-CPC Over Schedule 13D Disclosure Failures

Summary: The SEC settled charges against ACM-CPC LLC for allegedly failing to fully and timely disclose plans to replace four of five directors on XWELL Inc.’s board after crossing the 5% beneficial ownership threshold. Although CPC timely filed its initial Schedule 13D, the SEC found that it did not disclose its existing board-change proposal and later failed to timely amend the filing after additional material developments, including rejected nomination proposals, an NDA, and litigation. CPC agreed to a cease-and-desist order and a $100,000 civil penalty.

Why it matters: The order reinforces the SEC’s focus on beneficial ownership reporting and activist style disclosure obligations. For investment managers, Schedule 13D filings must accurately reflect existing plans or proposals, including board or control-related strategies, and amendments must be filed promptly when material changes occur.

Potential action: Managers should review internal controls around Section 13(d) monitoring, Schedule 13D drafting, and amendment triggers, particularly when investment activity overlaps with board engagement, nomination efforts, or issuer negotiations.

Read More Here(SEC)

SEC Obtains Final Judgment in Unregistered Oil & Gas Offering Case

Summary: The SEC obtained final judgments against an individual and his firm in connection with alleged misconduct tied to unregistered oil and gas securities offerings. According to the SEC, the defendants sold securities without proper registration, acted as unregistered brokers, and failed to disclose financial conflicts of interest to advisory clients. The court entered final judgments on April 27, 2026, following earlier consent judgments in December 2025. As part of the resolution, the defendants were permanently enjoined from violating key provisions of the Securities Act and Exchange Act, and the individual was further barred from participating in securities offerings (other than for his personal account).

Why it matters: This case highlights continued SEC scrutiny of unregistered offerings and broker activity, particularly in niche asset classes like oil and gas. It also reinforces the agency’s focus on conflicts of interest disclosure under the Advisers Act, an area that remains a consistent enforcement priority. Even where conduct involves private or alternative investments, registration and disclosure obligations still apply.

Potential action: Investment advisers and placement agents should revisit controls around private offering compliance, including registration exemptions, broker-dealer activity boundaries, and conflict disclosure frameworks. Firms involved in capital raising, especially in alternative or direct investment strategies, should ensure marketing, compensation structures, and investor communications align with regulatory requirements.

Read More Here(SEC)

Rulemaking

SEC Proposes Amendments to Modernize Regulatory Framework Under the Advisers Act

Summary: The SEC proposed amendments aimed at updating and modernizing certain regulatory requirements under the Investment Advisers Act of 1940. The proposal focuses on refining existing rules to better align with current market practices, reducing unnecessary regulatory burdens, and improving clarity around adviser obligations. It also seeks to enhance efficiency in compliance while maintaining investor protection standards. The proposal is subject to a public comment period before any final rules are adopted.

Why it matters: This proposal reflects the SEC’s continued effort to recalibrate its regulatory framework, balancing investor protection with operational efficiency. For investment advisers, even incremental rule changes can have downstream impacts on compliance programs, disclosures, and reporting obligations. It also signals a broader regulatory tone toward modernization rather than purely prescriptive expansion.

Potential action: Firms should review the proposed amendments in detail and assess potential impacts on their compliance frameworks, particularly where operational processes or disclosure practices may need to be adjusted. Advisers may also consider submitting comment letters to shape final rulemaking outcomes.

Read More Here(SEC)

What Regulators are Saying

SEC Deputy Director of Enforcement Jason Burt to Conclude Tenure After More Than Two Decades at the Agency

Summary: The SEC announced that Jason Burt, Deputy Director of the Division of Enforcement overseeing Specialized Units, will conclude his tenure with the agency after more than 22 years of service. During his time at the SEC, he held several senior leadership roles across enforcement and examinations, including overseeing investigations involving asset management, market abuse, cyber matters, complex financial instruments, whistleblower matters, and cross-border enforcement initiatives.

Why it matters: The departure of a senior Enforcement Division leader may signal continued shifts in the SEC’s enforcement leadership structure and priorities under the current administration. Burt oversaw several of the agency’s most specialized and technically complex enforcement areas, including matters directly impacting investment advisers, market participants, and emerging technologies. Leadership transitions within Enforcement are often closely watched for indications of evolving examination and enforcement focus areas.

Potential action: Investment managers should continue monitoring developments within the SEC’s Enforcement Division, including leadership appointments and changes in enforcement priorities, particularly in areas involving asset management, cyber controls, market abuse, and cross-border activity. Firms should also remain focused on maintaining robust compliance, surveillance, and documentation practices amid an evolving regulatory landscape.

Read More Here(SEC)

In the News

Cost Gap Pushes Some Borrowers Back Toward Bank-Led Syndicated Loans

Summary: Reuters reported that a widening pricing gap between private credit financing and traditional bank-led syndicated loans is prompting some U.S. borrowers to return to the syndicated loan market. According to market participants, syndicated loans are currently priced materially lower than direct lending transactions, with spreads in the broadly syndicated market generally around 350–400 basis points over SOFR compared to roughly 550–600 basis points in portions of the private credit market. The report noted that several billion dollars of financings have already shifted from private credit to syndicated structures in 2026 as borrowers seek lower borrowing costs and improved refinancing flexibility.

Why it matters: The development highlights increasing competitive pressure within private credit markets amid rising defaults, fundraising pressure, and concerns around portfolio performance, particularly in software and technology sectors. The shift also reflects how higher interest rates and evolving credit conditions are influencing borrower behavior and capital formation decisions. For investment managers, the trend may signal changing dynamics in private credit valuations, refinancing activity, deal flow, and lender competition as traditional banks attempt to regain market share.

Potential action: Private credit managers and advisers should monitor refinancing trends, borrower migration between financing channels, and evolving pricing dynamics across leveraged finance markets. Firms may also consider reviewing portfolio concentration, maturity schedules, valuation methodologies, and underwriting assumptions, particularly for borrowers in sectors experiencing slower growth or increased refinancing.

Read More Here(Reuters)

SEC Chairman Paul Atkins Says Agency Is “Taking Seriously” Risks Emerging in Private Credit Markets

Summary: Speaking at the Milken Institute Global Conference, SEC Chairman Paul Atkins stated that the agency is closely monitoring developments in private credit markets amid concerns surrounding redemption pressure, valuation issues, defaults, and potential fraud. Atkins noted that the SEC is examining several private credit managers as part of its normal supervisory and enforcement activities and confirmed that the agency is coordinating with other regulators, including the Treasury Department and Federal Reserve. He also reiterated support for expanding investor access to private markets, including potential pathways for private credit exposure within retirement plans, while emphasizing the need for appropriate guardrails and trustee guidance.

Why it matters: The remarks reflect growing regulatory attention on private credit markets as the sector faces increased scrutiny of liquidity, valuation practices, investor redemptions, and quality underwriting. Although the SEC indicated it does not currently view private credit as a systemic financial risk, the agency’s comments suggest heightened focus on transparency, governance, disclosures, and potential misconduct within the rapidly expanding asset class. For investment managers, the statements reinforce that private credit remains firmly within the SEC’s examination and enforcement perimeter, particularly as regulators balance broader investor access initiatives against concerns around opacity and investor protection.

Potential action: Private credit managers and advisers should review valuation methodologies, liquidity management procedures, investor disclosures, and portfolio monitoring frameworks considering increasing regulatory attention. Firms may also consider reassessing governance around redemption practices, credit quality monitoring, conflicts management, and documentation supporting fair valuation and risk oversight, particularly as scrutiny of semiliquid and retail-access private market products continues to increase.

Read More Here(WSJ)

Events

Orical’s Regulatory Breakfast Briefing | May 27, 2026

Summary: Orical LLC will host a Regulatory Breakfast Briefing on Wednesday, May 27, 2026, at 9:00 AM (ET), with both in-person attendance at 641 Lexington Avenue, 17th Floor, New York, NY and a virtual option available. The session will feature Eric A. Schultz of Reliant Fund Services and focus on current SEC scrutiny and what it means for investment managers.

Why it matters: As SEC exam priorities continue to evolve, firms are seeing increased focus on core areas such as fraud, disclosure, conflicts of interest, and operational controls. Understanding how exam focus is shifting, and where firms are getting caught, can help managers better prepare for regulatory scrutiny.

Potential action: Firms should review their compliance programs with an emphasis on reconciliation processes, recordkeeping practices, and disclosure controls to ensure alignment with current SEC expectations. Those interested in attending in person should note that space is limited and email zaslanian@orical.org to reserve a spot.

Read More Here (Orical)

SEC Compliance Outreach Seminar Highlights Regulation S-P and Exam Expectations

Summary: The U.S. Securities and Exchange Commission will host a virtual Compliance Outreach Program regional seminar on May 12, 2026 (1:00–2:15 PM ET) for investment advisers and investment companies. The session will focus on new Regulation S-P compliance obligations and provide insight into what firms can expect when interacting with examination staff, along with a live Q&A.

Why it matters: This event offers direct insight into how exam staff are approaching data protection, incident response, and examination practice, which are current SEC priority areas. It also signals continued emphasis on practical readiness for upcoming compliance deadlines.

Potential action: Firms should use this session to benchmark their Regulation S-P readiness, including incident response plans, documentation, and exam preparedness. Preparing targeted questions in advance can help clarify expectations and identify potential gaps before exams.

Read More Here (SEC)