Investment Management

We represent state and SEC registered investment advisers, as well as exempt advisers, that advise registered funds, institutional investors, and individual investors. Our services include:

• Organization and Operation – Comprehensive business support, from formation and registration of investment advisers to preparation and negotiation of client and service provider agreements to drafting of regulatory disclosures
• Compliance – Advice on general compliance and legal issues, including advertisements, marketing materials, performance reporting and presentations, personal trading, trade allocation, best execution, and soft dollar arrangements; assistance with SEC and state examinations, findings letters and administrative actions, including planning and performing mock audits; and chief compliance officer support, including development of compliance programs suited to the business needs of the adviser
• Transactions – Mergers, acquisitions, and joint ventures involving investment advisers, as well as transition to a family office structure

We represent U.S. registered investment companies, including open-end mutual funds, exchange listed closed-end funds, closed-end interval and tender offer funds, and exchange-traded funds. Our services include:

• Organization and Operation – Organization and registration of fund entity with the SEC, review of periodic filings, preparation and negotiation of service provider agreements, advice on distribution of investment products, and review of advertising and marketing materials, including websites and performance disclosures
• Governance – Advice on organization and operation of investment company boards, including independence analysis and committee structure; attendance at board meetings; and advice to board members regarding fiduciary responsibilities and regulatory matters
• Independent Director/Trustee Representation – Advice on all aspects of the role of independent director/trustee, including guidance regarding specific responsibilities under the Investment Company Act of 1940 and state law; facilitation of annual self-assessments; and coordination of annual “Section 15(c)” contract review
• Compliance – Advice on general compliance and legal issues, including issues arising under federal securities, privacy and anti-money laundering laws; assistance with SEC examinations, findings letters and administrative actions; preparation of SEC exemptive applications and no-action requests; assistance with stock exchange listings and ongoing compliance; assistance with CFTC/NFA compliance and related filings; and chief compliance officer support, including development of a compliance program specific to the investment being offered
• Transactions – Reorganizations, acquisitions and liquidations of registered funds, private fund and bank collective investment fund conversions, and mutual fund-to-ETF conversions

We represent domestic and offshore hedge funds, private equity funds, venture capital funds, and other private funds, including master/feeder funds and funds-of-funds, as well as fund sponsors. We provide creative ideas and strong support throughout the life cycle of a private fund, from initial formation to wind down. With market intelligence gained through decades of experience working with fund sponsors as well as institutional and ultra-high net worth investors, we strive to position our clients to compete effectively in a changing marketplace. Our services include:

• Organization and Structure – Organization of entities, advice on avoiding investment company status under the Investment Company Act of 1940 as well as qualification of investors and structuring issues regarding permitted investors, advice on product development and structure, economic terms, investor rights, tax and ERISA issues, and preparation and negotiation of service provider agreements
• Documentation – Preparation of organizational materials, private placement memoranda, subscription agreements, purchaser questionnaires and related documents; negotiation of side letters; and preparation and filing of SEC Form D and state “blue sky” filings
• Compliance – Advice on general compliance and legal issues, including advice on SEC and CFTC/NFA exemptions available to sponsors; advice on securities law requirements relating to general advertising and solicitation; and preparation and review of compliance procedures
• Transactions – Private fund-to-registered fund conversions, and assistance with negotiation and closing of equity investments in, and mergers and sales of, portfolio companies

We represent both full-service and limited purpose broker-dealers with services in the areas of:

• Organization and Operation – Formation and registration of broker-dealers, preparation of FINRA membership applications, preparation and review of customer agreements and regulatory disclosure documents, and advice regarding advertisements and other marketing materials
• Compliance – Advice on general compliance and legal issues, including net capital requirements, customer protection rule and risk management requirements; assistance with SEC, FINRA, and state examinations, findings letters, and administrative actions; and chief compliance officer support, including preparation and review of written supervisory procedures
• Transactions – Mergers, acquisitions and joint ventures involving broker-dealers, including related discussions and negotiations with FINRA staff

Investing in today’s private fund marketplace requires practical knowledge and market intelligence. We have decades of experience counseling institutional and ultra-high net worth investors with the goal to limit risk and receive the best available market terms. Our attorneys provide sophisticated and effective guidance on all aspects of private fund investing, including legal due diligence, negotiation of side letters, completion of subscription documents, and review of most favored nations elections. We also advise on SEC areas of focus. With our close collaboration across tax, real estate, and transactional groups, we provide clients seamless, comprehensive support. 

We have substantial experience advising on the legal, business, and financial issues relating to the full spectrum of transactions, including:

• Asset and stock acquisitions and divestitures
• Strategic mergers
• Recapitalizations, refinancings, and other types of corporate restructurings
• Leveraged and management buyouts
• Ownership transition and management succession

We collaborate with our nationally recognized M&A practice group to address regulatory, tax, employee benefits, intellectual property, technology, and other due diligence matters that may arise over the course of your transaction.

We regularly represent:

• Investment companies and their investment advisers in connection with investment company reorganizations involving both affiliated and non-affiliated funds
• Investment advisers in connection with acquisitions of portfolio management teams, purchases and sales of registered and non-registered investment products (e.g., registered investment companies, private funds, and separately managed accounts), and purchases and sales of entire asset management businesses
• Listed closed-end funds in connection with issuer tender offers, proxy fights, dissident directors/trustees, and shareholder activism
• Investment company independent directors/trustees in connection with all aspects of transactions affecting the funds they oversee
• Private equity and venture capital funds in connection with mezzanine and equity investments in portfolio companies, and reorganizations and sales of portfolio companies
• Founders of investment management firms with respect to succession planning