Since 2021, the Securities and Exchange Commission (“SEC”) has imposed billions of dollars in penalties for recordkeeping violations tied to employees’ “off-channel communications,” extending enforcement of entities regulated under the Securities Exchange Act of 1934 to investment advisers governed by the Investment Advisers Act of 1940. This Note argues that the SEC has misread the Advisers Act’s recordkeeping rules by construing it to require retention of inter-employee communications despite materially narrower text and purpose. Through textual, historical, and comparative analysis, it demonstrates that the rule was never intended to mirror the Exchange Act’s express mandates to preserve internal communications. This Note proposes a targeted amendment clarifying that the Advisers Act does not require their retention and brings investment adviser recordkeeping rules in line with twenty-first century business realities.
* J.D. Candidate, 2026, University of Illinois College of Law; M.S., 2022, University of Florida; B.A., 2021, University of Florida. Thank you to the University of Illinois Law Review staff, editors, and members, for their work on this Note and Professor Alam for her invaluable guidance throughout the writing process. This Note is dedicated to my family for their endless love and support throughout my life.
The full text of this Note is available to download as a PDF.