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   Finance (Investment)

 

  • Design and implementation of insider trading compliance programs.

 

  • Familiarity with the regulatory requirements for advisers and managers of the 1940 Investment Advisers Act, U.S. Commodity Futures Trading Commission (CFTC), Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority, Inc. (FINRA) membership and state securities regulator registrations.

 

  • Representation for custodian banks, financial and strategic investors, fund service providers, independent directors, insurance companies, investment advisers, management teams and firms in minority and controlling investment transactions, private wealth managers, regulated and private funds, retirement plan sponsors, securities lending agents, transfer agents, trust companies, trust departments.

 

  • Related practice in the 1974 Employee Retirement Income Security Act (ERISA), bank and fiduciary regulation, broker-dealer regulation, debt financing, executive compensation and employment, intellectual property, privacy, cybersecurity and trade regulation, and compliance with Foreign Corrupt Practices Act (FCPA).

 

  • Investment adviser formation, structuring and operations, and registration using the Investment Adviser Registration Depository (IARD) system.

 

  • Legal support for the formation and operation of investment management firms and related service companies, including the drafting of carry plans and other employee incentive arrangements.

 

  • Consultation regarding operations and regulatory affairs, such as investment adviser advertising, performance and website issues, code of ethics compliance, broker-dealer affiliation issues, legal review and structuring.

 

  • Legal support for business development companies, distressed funds, exchange-traded funds, private equity funds, funds-of-funds, real estate funds, registered open-end and closed-end funds and secondary funds.

 

  • Negotiation of complex transactions, such as the creation of asset managers through joint ventures, seed capital investments in alternative investment fund managers and spinouts of existing asset management teams (including proprietary trading desks).

 

  • Alternative investment vehicles, such as separately-managed accounts (SMAs) and collective investment trusts (CITs).

 

  • Preparation of SEC forms, such as Form ADV, annual amendments, Form PF and Sections 13 and 16 filings.

 

  • Legal support for listing permanent capital vehicles (PCVs) and special purposes acquisition companies (SPACs) on behalf of alternative investment sponsors.

 

  • Implementation of private equity-style investments (minority and control), exit transactions (strategic sale, recapitalization), initial public offerings (IPOs), and creative liquidity and withdrawal structures.

 

  • Consultation regarding international securities and commodities trading regulations in the European Union (EU), such as the Alternative Investment Fund Managers Directive 2011/61/EU (AIFMD) and in the United Kingdom (UK), such as the former Financial Services Authority (FSA) (formally split in2013 into the Financial Conduct Authority and the Prudential Regulation Authority of the Bank of England) registration requirements.

 

  • Preparation of responses to SEC deficiency letters, and preparation, review and customization of compliance manuals

 

  • Development and implementation of compliance policies and procedures related to advertising requirements, codes of ethics, custody requirements, soft dollars, trade allocation.

 

  • Domestic and international anti-money laundering (AML) compliance, blue sky issues and private placements.

 

  • Compliance for both domestic and international investments, such as private equity, leveraged buyout (LBO), venture capital, real estate, energy, public equity, hedge funds and derivatives.

 

  • Regulatory compliance due diligence for investment advisers, financial services firms, funds and independent directors in mergers and acquisitions (M&A) transactions (such as joint ventures, stock and asset sales), reorganizations.

 

  • SEC filings, interacting with regulatory authorities for processing registration statements, preparing and negotiating no-action letters, exemptive applications, deficiency letters. 

 

  • Drafting and negotiation of investment advisory agreements, agreements for consulting, compensation and employment, contracts with operational and programmatic consultants and vendors, side letters, non-disclosure,  and service provider agreements with alternative investment fund sponsors, placement agents, prime brokers, administrators, financing counterparties (whether at the sponsor level, fund  or portfolio company).

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 Last updated 200714_2104

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