Unibanco after Dodd-Frank: the extraterritorial reach of the Investment Advisers Act

The ever increasing internationalization of the securities markets and the increasingly diverse investment products offered by investment advisers, combined with recent changes in US investment adviser law, continues an ongoing debate about the extent to which the registration and other requirements of the US Investment Advisers Act of 1940, as amended (the Advisers Act), should apply to non-US advisers. The Advisers Act had, in the past, been read to require that any investment adviser -- including a non-US adviser -- not otherwise exempt from registration, which uses any US jurisdictional means in connection with providing investment advice, register with the US Securities and Exchange Commission (the SEC). Although the Staff of the SEC has, since 1992, taken a "conduct and effects" approach to the extraterritorial application of the Advisers Act, its previous approach was far more expansive.