Business development companies (BDCs) rely on us for guidance on all aspects of their business, including formation, organizational structure, operation, regulatory disclosures and compliance, and capital-raising activities. We counsel BDCs and their investment advisers on risk management strategies, record-keeping obligations, and creating and implementing robust compliance programs. We also advise BDCs and their directors and trustees on a broad range of operational issues. In addition, we represent BDCs in private offerings, publicly registered non-traded offerings and underwritten public offerings on a variety of issues, including navigating the SEC and FINRA review process and qualifying the offering under the “Blue Sky” laws at the state level.
We provide a full range of services to BDCs, including:
- Counseling on structural options available when establishing a BDC, including operating as a private BDC or a publicly registered non-traded BDC or pursuing an underwritten public offering.
- Providing business planning advice.
- Preparing and filing registration statements with the SEC and organizational documents with state authorities.
- Providing marketing, advertising and distribution advice.
- Obtaining FINRA clearance of public offerings and qualifying public offerings pursuant to “Blue Sky” laws at the state level.
- Advising boards and/or independent directors/trustees on regulatory and corporate governance matters.
- Developing and implementing compliance programs and regulatory controls.
- Counseling on mergers and acquisitions, including assisting with due diligence.
- Providing advice on creating new product structures.
- Obtaining exemptive, no-action and similar relief from regulators.
- Reviewing and providing other assistance relating to periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934.
- Preparing corporate and compliance calendars.
- Preparing board and committee materials and taking minutes at board and committee meetings.
- Preparing proxy statements, post-effective amendments and various other regulatory filings.
- Working with auditors, accountants and administrators.
- Counseling on regulatory and business developments.
- Responding to regulatory inquiries, assisting in preparing for and responding to regulatory examinations, and providing representation in enforcement proceedings.
Overview of SEC’s Proposed Rule Changes for Business Development Companies - Investment Management Update
April 17, 2019