The Regulation of Money Managers

The Regulation of Money Managers (3rd ed. with Arthur Laby and edited by Ann Taylor Schwing)

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Widely regarded as the most comprehensive and penetrating analysis of the regulation surrounding investment advisers and companies, The Regulation of Money Managers, 3rd Edition provides unsurpassed guidance for legal counsel in the field.

Newly revised The Regulation of Money Managers, 3rd Edition keeps you up-to-date with all significant new and proposed SEC rules, no-action letters, and interpretive releases, as well as important cases and relevant regulation from other agencies. The Third Edition adds three new chapters on compliance, exchange traded funds, and the extraterritorial regulation of investment advisers and investment companies. Among the other significant topics and developments covered, you'll find:

  • Relevant developments under the Dodd-Frank and the JOBS Acts
  • Insider trading; What constitutes "financial advice" in the employer/employee relationship
  • The structure and organization of investment companies
  • The Gramm-Leach-Bliley Act of 1999
  • The U.S.A. Patriot Act
  • Conditions under which foreign investment companies may offer their securities in the United States
  • Governance issues
  • The SEC's rules and regulations implementing legislation that divided the responsibilities of regulating advisers among the states and the commission
  • Discount brokerage services
  • Internet trading issues
  • Conflicts of interest
  • Money market funds and exchange-traded funds
  • How to avoid Federal Reserve Board jurisdiction
  • Custody of clients' funds
  • Stock appreciation rights

If your practice involves the management of investments or investment companies, you'll find discussion of relevant subjects and development in this authoritative and comprehensive resource.

Forward to Original Edition by Louis Loss, 1978:

Professor Frankel's scholarship and drive-the two do not always appear so happily in tandem-have made a notable contribution to the legal-financial literature with her projected four volumes of The Regulation of Money Managers.

The spread of the investment company concept from Scotland throughout the free world via Boston is surely one of the great financial sagas in this century. That these immense pools of liquid assets should produce the first body of federal corporation law in the United States was perhaps inevitable. The author (whose doctoral dissertation I was privileged to supervise some years ago) has given us a much needed overview of this complex cosmos. And in the process she has demonstrated that, in an age of symposia and increasingly particularized essays, the one-person treatise, in which a single mind is applied to the ordering of a significant segment of the corpus juris, is not a dead art form after all.

Beyond that, it is now apparent that the "mutual fund" that is the crux of the legislation of 1940 and 1970 no longer occupies center stage. Prototype it remains, but its very success has spawned imitators-the real estate· investment trusts, the oil and gas funds, the "money funds," the bank plans of various sorts, and the variable annuity and variable life insurance policies whose evolution, one senses, is still in its early stages. It has become so commonplace to lament the necessity of administering the Investment Company Act vi et armis in order to make it fit whichever of these devices are arguably "investment companies" that, if Procrustes has been given a credit in heaven every time his name has been uttered to underscore the obsolescence of this part of the statute book, that inestimable gentleman must be almost ready to leave the nether pit to which he was undoubtedly consigned.

There is a need, clearly, to replace the Investment Company Act with a new federal statute-one, presumably, with a common, core supplemented by special sections along the lines of today's provisions on unit trusts and face-amount certificate companies-in order to provide a synthesized treatment of all types of money management. The American Law Institute's Federal Securities Code, which is to be presented to the Institute for final approval in May 1978, eschewed this task only because it probably would have added another five years to the nine that the Code was in gestation. Once a modernized money management statute is produced, it will be easy enough to work it into the structure of the Code.

Professor Frankel's labors, in addition to making it easier for all of us to live with the present state of affairs, should facilitate the urgent task of legislative reform.

Cambridge January 1978
Louis Loss


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