In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) when a person acquires more than 5% beneficial ownership of a voting class of equity securities registered under Section 12 of the Exchange Act.  Unless a filer is eligible to file a Schedule 13G, any person who acquires beneficial ownership of more than 5% of a voting class of registered equity securities is required to file a Schedule 13D, which includes information about the filer and the underlying issuer, the type and amount of registered equity securities beneficially owned by the filer, the source and amount of funds used by the filer to acquire the registered equity securities, the purpose of the filer’s transactions in the registered equity securities and more.  However, certain qualified institutional investors (QIIs)ꟷsuch as registered investment advisers, registered investment companies, insurance companies, broker-dealers, and banksꟷcertain passive investors and certain exempt investors are eligible to file a shorter statement on Schedule 13G.

Senate Bill No. 17 becomes law on September 1, 2025.

On June 20, 2025, Governor Abbott signed Senate Bill No. 17 to prohibit the purchase or acquisition of interests in real property by individuals domiciled in and companies and organizations with ownership from certain designated countries.  The initial “designated countries” are China, Russia, Iran, and North Korea—but the list may expand based on future Annual Threat Assessments of the U.S. Intelligence Community or by designation by the Governor of Texas. The new law, codified in Subchapter H of Chapter 5 of the Texas Property Code, applies to transactions on or after the September 1, 2025, effective date and does not apply retroactively.

In a significant move reflecting its aggressive growth strategy, Houston-based Registered Investment Advisor (RIA) Americana Partners has acquired Boulevard Family Wealth in Beverly Hills, California. This marks Americana’s first expansion outside of Texas. To navigate the complexities of this multibillion-dollar deal, Americana worked with Winstead’s Investment Management and Private Funds Industry Group. The team involved…

As an asset manager, you may be familiar with the regulatory issues that come into play when a fund permits investments from “benefit plan investors,” which generally include certain employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and individual retirement accounts.  The main concerns include the need…

As promised, FinCEN has adopted its interim final rule and narrowed the filing requirements for Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (“CTA”). This rule exempts U.S. entities from BOI reporting requirements and only requires foreign reporting companies to report.

Per the interim final rule, entities previously defined as “domestic reporting companies”…

This article is the third and final part in a series discussing trusts in the context of certain common investor thresholds for investment in private securities. This article will examine trusts as “qualified purchasers” under the Investment Company Act.

What is the Investment Company Act and Why Does It Matter?

The Investment Company Act of…

FinCEN and the Department of the Treasury both provided updates this week regarding the Corporate Transparency Act.

On February 27, FinCEN announced that it would release an interim final rule before the current filing deadline of March 21. It will not issue any fines, penalties, or other enforcement actions against any companies (foreign or domestic)…

This article is the second of a three-part series discussing trusts in the context of certain common investor thresholds for investment in private securities. This article will examine trusts as “qualified clients” under the Advisers Act.

What is the Advisers Act and Who Does It Affect?

Broadly speaking, the Advisers Act regulates the activities of…

Investments in private markets are rapidly becoming an essential part of a well-rounded investment portfolio, especially for ultra-high-net-worth individuals and families. According to Ernst & Young, the assets under management in private markets more than doubled from $9.7 trillion in 2012 to $22.6 trillion in 2022. This growth is projected to continue, with an estimated $72.6 trillion expected to be transferred to heirs by 2045, marking the largest intergenerational wealth transfer in history.

Beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are now back in effect. As a result, all entities subject to the CTA are once again obligated to file BOI reports with FinCEN.

Following the most recent order from the U.S. District Court for the Eastern District of Texas in Smith v.