Current Month (April 2026)
SEC and CFTC Propose to Reduce Form PF Reporting Burdens
By Karen Liu, Reid & Wise LLC
On April 20, 2026, the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Commodity Futures Trading Commission (“CFTC”) jointly proposed amendments to Form PF (“Proposed Rule”) to reduce private fund reporting burdens while continuing to collect necessary information through Form PF filings.
Form PF is a confidential reporting form filed by certain SEC-registered investment advisers (“RIAs”) to private funds, including those dual-registrants that also are registered with the CFTC as a commodity pool operator or a commodity trading advisor.
Currently, Form PF filing is required for RIAs with $150 million or more in private fund assets under management (either individually or collectively with their related persons) as of the last day of their most recently completed fiscal year. The Proposed Rule would raise the filing threshold to $1 billion, such that RIAs managing private fund assets of $150 million or more but below $1 billion would no longer be required to file Form PF.
With respect to Form PF reporting, large hedge fund advisers are subject to more cumbersome requirements, such as more frequent filings (quarterly as compared to annually) and current reporting of certain triggering events. The Proposed Rule would raise the threshold for being deemed a large hedge fund adviser from $1.5 billion in hedge fund assets under management to $10 billion, such that fewer hedge fund advisers would face such requirements.
In addition to amending the above reporting thresholds, the Proposed Rule would also streamline certain specific Form PF requirements, for example:
- eliminating separate reporting for certain feeder funds;
- eliminating “look through” requirements when reporting indirect exposures;
- narrowing the universe of trading vehicles that advisers must identify;
- eliminating certain performance volatility reporting requirements;
- eliminating certain trading and clearing reporting requirements;
- eliminating quarterly event reporting for all private equity fund advisers; and
- eliminating or simplifying certain reporting requirements for large hedge fund advisers.
In 2024, the SEC adopted amendments to Form PF to require more detailed reporting (“2024 Rule”), but the compliance date for the 2024 Rule was extended to October 1, 2026. The Proposed Rule is the result of the SEC’s and the CFTC’s comprehensive review of the 2024 Rule.
The Proposed Rule is now open for public comments. Any comment can be submitted online or by mail/courier to the SEC or the CFTC by and before June 23, 2026.
By Noah B. Levin, WilmerHale
In the first judicial decision rendered since the SEC withdrew from the Rule 14a-8 shareholder proposal no-action process in November 2025, Judge Leo T. Sorokin of the U.S. District Court for the District of Massachusetts sided with the New York State comptroller and granted injunctive relief requiring BJ’s Wholesale Club to include a shareholder proposal in its proxy statement. The proposal requested that BJ’s conduct an assessment of risks of deforestation associated with its private-label brands within one year and issue a report summarizing the results of the assessment. BJ’s had submitted a notice of exclusion to the SEC asserting that it had reasonable grounds to exclude the proposal under the ordinary business exclusion of Rule 14a-8(i)(7). The shareholder proponents filed suit on March 2, 2026, challenging BJ’s decision to exclude the proposal, and BJ’s subsequently received a no-objections letter from the Staff of the Division of Corporation Finance on March 10, 2026. Other companies have faced lawsuits after filing a notice of exclusion, with company practice mixed between settling and litigating. The case is DiNapoli v. BJ’s Wholesale Club Holdings, Inc., No. 1:26-cv-11075 (D. Mass.).
David Woodcock Returns to SEC to Serve as Next Director of the Division of Enforcement
By Noah B. Levin, WilmerHale
David Woodcock has been named the incoming director of the SEC’s Division of Enforcement, replacing Judge Margaret “Meg” A. Ryan, who resigned on March 16, just six months after assuming the role. Woodcock previously served as the director of the SEC’s Fort Worth Regional Office from 2011 to 2015 before leaving to join Gibson Dunn as partner and chair of the firm’s Securities Enforcement Practice Group.
PCAOB Releases Annual Summary of Conversations with Audit Committee Chairs
By Noah B. Levin, WilmerHale
Following interviews with more than 250 audit committee chairs, the Public Company Accounting Oversight Board (“PCAOB”) released a summary of its conversations with audit committee chairs. Chairs emphasized the value of clear communication from audit firms, including proactive discussions of issues and critical accounting matters as they arise before formal meetings. Continuity among audit teams was also valued. The conversations also touched on factors considered by audit committees when evaluating auditors and audit quality, including informal conversations with management and formal processes such as surveys and PCAOB inspection reports and quality control inspection findings. The use and potential use of artificial intelligence (“AI”) was unsurprisingly robustly discussed, with audit committee chairs focusing on how AI may impact financial reporting processes, the adequacy of related controls, and the implications for audit execution, including potential fee considerations.
