Michael S. Didiuk is an investment management attorney with more than 22 years of experience as an investment management regulatory lawyer, both at leading law firms and the US Securities & Exchange Commission (SEC). Mike has a deep background in the federal securities laws, focusing on the Investment Advisers Act and the Investment Company Act, as well as significant experience advising on fintech and digital asset regulation. Mike spent more than seven years at the SEC, where he held various roles, including senior counsel in the Office of Chief Counsel for the Division of Investment Management (Division) and investment management counsel to two SEC commissioners. Mike also worked in the SEC's Division of Examinations, where he led examinations of investment advisers, including robo-advisers, crypto advisers and private fund advisers. Most recently, Mike was co-chair of the Private Investment Funds practice at Perkins Coie LLP.
- Mike advises a wide range of financial institutions including private and registered funds, and investment advisers, on complex regulatory and corporate matters and the application of the Securities Act of 1933, the Investment Company Act of 1940, and the Investment Advisers Act of 1940.
- Mike advises asset managers on all aspects of their investment business, including the structuring, formation and private offering of onshore and offshore private investment vehicles, registration and compliance obligations under SEC and state securities laws, and SEC examinations and investigations.
- Mike represents clients seeking regulatory relief from the SEC via exemptive relief or no-action relief and assists in SEC examination and enforcement matters.
- Mike performs comprehensive mock SEC examinations for asset managers that evaluate the preparedness of their key personnel and compliance programs for an SEC examination.
- Mike advises clients with respect to the federal securities laws and complex regulatory issues raised by fintech (i.e., robo-advisers) and blockchain technology, and in connection with the emergence of digital asset sales and digital securities.
While in the Office of Chief Counsel at the SEC, Mike:
- Provided guidance within the Division and across the SEC on issues arising under the Investment Company Act of 1940 and the Investment Advisers Act of 1940 such as private fund structures, disclosure and status, investment company fees and expenses and performance advertising, investment adviser registration and exemptions, CCO liability, affiliated transactions, soft dollars, disclosure, valuation, cross and principal transactions, and custody.
- Evaluated requests for regulatory relief from provisions of the Investment Advisers Act of 1940 and Investment Company Act of 1940; authored a line of no-action letters granting investment advisers relief from registration based on the premise that the advisers were not advising “others”; authored a no-action letter to Goldman Sachs & Co. allowing “constructive delivery” of Form ADV; and authored guidance on board of directors’ responsibilities when reviewing affiliated transactions.
- Advised the Office of Examinations on legal issues that arose in compliance examinations such as disclosure of private fund fees and expenses, use of soft dollars, use of testimonials, performance disclosure, use of offshore vehicles, outsourced CCOs and ability to rely on Section 3(c)(1) and 3(c)(7).
- Represented the SEC and the Division of Investment Management in various international organizations such as IOSCO’s Standing Committee 5 and Task Force on Unregulated Entities and attended international meetings.
- Provided guidance and support to the Division of Enforcement on matters regarding unregistered investment companies and other Investment Company Act of 1940 violations; participated in deposition regarding unregistered investment company.
- Coordinated with other divisions within the SEC on matters related to digital currencies and marketplace lenders; represented Division on SEC’s Digital Currency Working Group and SEC’s Structured Products Working Group.
While investment management counsel to two SEC Commissioners, Mike:
- Advised the Commissioners on all facets of the federal securities laws and SEC policy across all divisions and offices, with principal responsibility for matters involving the Division of Investment Management and the Office of Examination and the regulation of investment companies and investment advisers.
- Drafted and reviewed SEC rules, interpretative guidance, congressional testimony, and policy statements on matters involving investment products, corporate governance and disclosure, investment advisers, and private investment funds.
- Counseled the Commissioners through deliberations over all stages of enforcement actions and Commissioners adjudications concerning a wide variety of liability theories in cases including those involving scienter and non-scienter based fraud, insider trading, registration violations, accounting matters and financial restatements, disclosure issues and periodic reporting, structured products, trading practices, asset management and investment advisers.
- Served as the Commissioners’ liaison to external constituencies including investors, the press, SEC registrants, academics, professional services firms, and trade associations.