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Practice/Industry Group Overview
Cadwalader attorneys represent clients with respect to cutting edge investment products and financial services, including institutional and other investors seeking investment products, providing a high level of service covering a broad spectrum of services in interrelated areas of the law, including securities, commodities, structured finance, broker-dealer and banking regulation, in an effort to better enable them to meet the challenges of today’s global financial marketplace. Clients include major national and international hedge funds, funds of funds, investment advisers, securities and commodities firms, banks, insurance companies, large domestic and foreign institutional investors, and securities and commodity exchanges.
Among the principal areas of practice is the representation of domestic and offshore hedge funds, funds of funds, public and privately offered commodity pools, acquisition funds, venture capital funds, real estate funds, structured product funds, investment advisers, and investment management organizations. Cadwalader provides services in:
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organizing domestic and offshore hedge funds, funds of funds, domestic and offshore commodity pools, and other types of investment vehicles;
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structuring and developing new types of investment products and services;
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reviewing fund investments on behalf of large institutional and private investors;
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registering and advising investment advisers, securities broker-dealers, commodity trading advisors, commodity pool operators, and futures commission merchants;
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preparing required disclosure documents, including prospectuses, offering memoranda and proxy statements;
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complying with federal and state securities, banking, commodities, and tax laws and regulations, and ERISA and the rules and regulations of the NASD, the NFA and the securities and futures exchanges; and
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defending investigations and enforcement actions by governmental agencies and self-regulatory organizations, and litigating civil and criminal cases involving investment and financial matters.
Product Development
Attorneys involved in this area provide valuable assistance to investment management and commercial and investment bank clients in the development of a broad spectrum of new product offerings, including:
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Hedge Funds–domestic and offshore privately offered investment funds;
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Fund of Funds–private funds investing primarily in hedge funds;
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Commodity Pools–public and private funds investing in futures, forward contracts, options and other financial instruments;
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Retirement Vehicles–group trusts, bank collective investment trusts and other products and services for the employee benefit plan market; and
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Advisory and Brokerage Products–asset allocation services and other investment, commodities, securities and brokerage services, including bank securities and fiduciary services.
Cadwalader works with clients in organizing novel and complex products, including: master/feeder funds; multiclass funds; series funds; bank proprietary funds; multimanager funds; and guaranteed funds.
Regulatory Expertise
Relying on the expertise of Cadwalader attorneys whose practices are concentrated in the areas of securities and commodities regulation, structured and derivative products and banking regulation, Cadwalader assists clients in resolving the many complex regulatory issues associated with investment products and services. Our attorneys counsel clients on sophisticated issues under the Commodity Exchange Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940. They are also skilled in all facets of futures commission merchant and securities broker-dealer regulation and compliance, and state securities (Blue Sky) laws and regulations.
Many Cadwalader attorneys have held supervisory positions with the Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), and the New York State Banking Department. This background enables Cadwalader to provide knowledgeable and practical advice to its investment management clients regarding the complex laws and regulations affecting their activities.
Cadwalader assists clients in:
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obtaining SEC and CFTC no-action letters, exemptions and interpretations;
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obtaining federal and state bank regulatory approvals, and complying with regulations governing the securities-related and fiduciary activities of banks;
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developing effective internal compliance procedures, including policies on personal securities transactions and insider trading;
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complying with rules of self-regulatory organizations, including the National Association of Securities Dealers, Inc. (NASD), the National Futures Association (NFA) and securities and commodity exchanges; and
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complying with SEC, CFTC, NASD and NFA rules governing advertising and sales practices; and managing compliance issues, including those associated with investment practices, pricing and sales.
Cadwalader’s regulatory expertise, coupled with its recognized ability to handle all aspects of complex business transactions, also enables us to work effectively with investment management clients in negotiating, structuring, documenting and successfully completing a variety of strategic corporate transactions.
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