Diana McCarthy joined the firm in 1994 and is a partner in the nationally ranked Investment Management Practice Group.
Investment Management. Diana has substantial experience in representing a broad spectrum of investment management clients including: registered open- and closed-end investment companies; private investment entities; exchange-traded funds; and broker-dealers. She has counseled multiple class funds, funds serving as underlying investment vehicles for variable insurance products and multimanager funds. In addition, she regularly counsels investment advisers on regulatory requirements, risk management and compliance issues, and has handled a number of reorganizations of investment products and acquisitions and mergers of investment companies and investment advisers. Her practice emphasizes legal, regulatory and structural issues related to the investment management business, including but not limited to extensive representations of independent directors of fund complexes. She has advised a number of investment advisers and broker dealers subject to SEC orders for securities law violations, including insider trading, market timing and late trading, with regard to improvements in their oversight and controls of employees and operations. She is a frequent lecturer on investment management issues. In 2011, the Legal 500 recommended Diana, noting that she "is an excellent '40 Act/Securities attorney, and is a pleasure to work with. She is knowledgeable in the field and is usually able to explain concepts in layman's terms."
Corporate and Securities. Diana has represented a number of issuers and underwriters in public offerings and also has substantial experience in tender offers and 144A debt offerings and exchange offers and regularly counsels clients on federal securities law compliance. Diana's other corporate work has included representing both purchasers and sellers in acquisitions involving domestic and foreign entities, including leveraged buyouts.
In General. Diana is a fellow of the American Bar Foundation. She is a member of the Business Section of the American Bar Association, the Corporation, Banking and Business Law Sections of the Pennsylvania Bar Association and the Investment Companies Committee of the Philadelphia Bar Association. She is also a member of the Pennsylvania bar. Prior to joining the firm, she was a clerk for United States District Court Judge Raymond Broderick in the Eastern District of Pennsylvania. She was also editor-in-chief of the Temple Law Review.
Publications
3/1/2009, Money Market Issues
Metropolitan Corporate Counsel
Diana McCarthy
5/26/2006, SEC Issues Further Guidance on Penalty Policy
The Investment Adviser's Counsel
Diana McCarthy
11/11/2005, The SEC Proposes Long Awaited Guidance on Soft Dollars
The Investment Adviser's Counsel
Diana McCarthy
4/25/2005, Investment Adviser's Counsel -- SEC Adopts Voluntary Redemption Fee and Intermediary Rule
The Investment Adviser's Counsel
Diana McCarthy
8/9/2004, Corporate Alert - 8-K Disclosure and Filing Deadlines to Go Into Effect August 23, 2004
Diana McCarthy
3/22/2004, Corporate Alert - SEC Adopts Additional Form 8-K Disclosure Requirements and Accelerated Filing Deadlines
Doug Raymond, Diana McCarthy
1/15/2004, SEC Takes Steps to Address Market Timing, Late Trading and Related Abuses
Investment Adviser's Counsel
Diana McCarthy
11/14/2003, Corporate Alert - SEC Proposes Rule to Increase Stockholder Access to Company Proxy Machinery
Doug Raymond, Diana McCarthy
10/22/2003, Regulators Probe Mutual Fund Market Timing, Late Trading and Valuation Issues
Investment Adviser's Counsel
Diana McCarthy
8/28/2003, Corporate Alert - SEC Proposes Disclosure Regarding Nominating Committee Functions and Shareholder Communications
Doug Raymond, Michael Jordan, Diana McCarthy
7/1/2003, D&O Insurance Issues Post Sarbanes-Oxley
Investment Adviser's Counsel
Diana McCarthy
4/1/2003, Sarbanes-Oxley Initiatives: SEC Rulemaking Continues
Investment Adviser's Counsel
Diana McCarthy
1/6/2003, SEC Proposes to Require Proxy Voting Disclosure
Investment Adviser's Counsel
Diana McCarthy
1/6/2003, SEC Continues Sarbanes-Oxley Implementation Initiatives
Investment Adviser's Counsel
Diana McCarthy
11/12/2002, Shareholder Approval of Equity Compensation Plans
Corporate Governance
Doug Raymond, Thomas Wood, Diana McCarthy
10/31/2002, Corporate Alert - SEC Proposes New Rules Regarding Financial Experts on Audit Committees, Codes of Ethics, Internal Control Reports, and Improperly Influencing Auditors
Michael Jordan, Diana McCarthy
10/7/2002, Sarbanes-Oxley Act Requires Investment Company Officer Certifications
Investment Adviser's Counsel
Joshua Deringer, Diana McCarthy
9/24/2002, Corporate Alert: SEC Adopts Rules Requiring The Establishment Of Disclosure Controls And Procedures And The Certification Of Disclosure In Companies' Quarterly And Annual Reports
Doug Raymond, Michael Jordan, Diana McCarthy
2/7/2002, Corporate Alert - SEC Warns Public Companies on MD&A Disclosure
Doug Raymond, Diana McCarthy
12/13/2001, Corporate Alert - SEC Cautions Issuers on Use of Pro Forma Financial Information in Earnings Releases
Doug Raymond, Diana McCarthy
Speaking Engagements
3/27/2012, Deloitte
The Omnibus Revolution: Managing Risk Across an Increasingly Complex Service Model
Diana McCarthy
11/29/2011, Mutual Fund Directors Forum Webinar
"Board Oversight of Multi-Manager Funds and Sub-Advisers"
Diana McCarthy, Joshua Deringer
5/5/2011, Investment Company Institute's General Membership Meeting Legal Forum
"Alternative Strategy Mutual Funds: Current Regulatory Issues"
Joshua Deringer, Diana McCarthy, David Matteson, Washington, DC
9/8/2010, Mutual Fund Distribution Reform: Implications for Boards, Advisers and Broker-Dealers
Mark Costley, Diana McCarthy
5/5/2010, Investment Company Institute's Second Annual Legal Forum
"New Broker-Dealer Fiduciary Standard - How It May Impact Mutual Fund Classes and Sales Activities."
Mark Costley, Diana McCarthy, Washington, DC
7/22/2009, The New Summary Prospectus ... Are You Ready Yet?
Investment Management Webinar
Veena Jain, Diana McCarthy, Mary Jo Reilly, Philadelphia, PA
7/22/2008, Investment Adviser Regulation: An A to Z Workshop
Diana McCarthy, Chicago, IL
6/17/2008, Investment Adviser Regulation: An A to Z Workshop
Joshua Deringer, Diana McCarthy, Chicago, IL
3/5/2008, Investment Adviser Regulations: An A to Z Workshop
Joshua Deringer, Diana McCarthy, Mary Jo Reilly, Philadelphia, PA
2/28/2008, SEC Inspections Workshop for Investment Advisers and Investment Companies
Joshua Deringer, Diana McCarthy, New York, NY
11/13/2007, Investment Adviser Regulation: An A to Z Workshop
Diana McCarthy, New York, NY
8/14/2007, Investment Adviser Regulation: An A to Z Workshop
Diana McCarthy, Michelle Lombardo, New York, NY
7/17/2007, SEC Inspections Workshop for Investment Advisers and Investment Companies
Diana McCarthy, Joshua Deringer, New York, NY
6/20/2007, Investment Adviser Regulation: An A to Z Workshop 2007
Diana McCarthy, Joshua Deringer, Chicago, IL
4/18/2007, Pennsylvania Bar Institute
Investment Companies' and Advisers' Compliance Programs
Diana McCarthy, Philadelphia, PA
12/12/2006, Investment Adviser Regulation: An A to Z Workshop 2006
Diana McCarthy, Joshua Deringer, Philadelphia, PA
11/30/2006, Investment Adviser Regulation: An A to Z Workshop 2006
Diana McCarthy, Michelle Lombardo, New York, NY
10/19/2006, West Legalworks' Investment Adviser Regulation: An A to Z Workshop 2006
Diana McCarthy, Mary Jo Reilly, Boston, MA
10/18/2006, 2006 National Society of Compliance Professionals Inc.
"Conflicts of Interest (Small Firm)"
Diana McCarthy, Washington, DC
7/13/2006, Investment Management Group Lawyers at Legalworks' "Investment Adviser Regulation: An A to Z Workshop"
Joshua Deringer, Diana McCarthy, New York, NY
6/9/2006, Investment Management Group Partners Speakers at Legalworks "Mutual Fund Regulation: A Practical Seminar"
Mary Jo Reilly, Diana McCarthy, Boston, MA
5/16/2006, Investment Management Group Partners Speakers at Legalworks "Mutual Fund Regulation: A Practical Seminar"
Michael Malloy, Diana McCarthy, New York, NY
4/21/2006, Pennsylvania Bar Institute
Mutual Fund and Investment Adviser Compliance Program
Diana McCarthy, Philadelphia, PA
4/4/2006, Investment Adviser Workshop
Michael Malloy, Diana McCarthy, Chicago, IL
3/21/2006, Investment Company Institute Mutual Funds and Investment Management Conference
"Compliance Programs: New Challenges in the SEC Exam"
Diana McCarthy, Phoenix, AZ
3/7/2006, Investment Adviser Workshop
Michael Malloy, Diana McCarthy, Philadelphia, PA
11/30/2005, "Investment Adviser Regulation: An A to Z Workshop"
Michael Malloy, Diana McCarthy, New York, NY
9/27/2005, "Investment Adviser Regulation: An A to Z Workshop"
Michael Malloy, Diana McCarthy, Boston, MA
7/21/2005, "Investment Adviser Regulation: An A to Z Workshop"
Michael Malloy, Diana McCarthy, New York, NY
6/13/2005, Mutual Fund Best Practices Forum
Diana McCarthy, New York, NY
4/28/2005, Pennsylvania Bar Institute
Mutual Funds and Investment Adviser Compliance Programs
Diana McCarthy, Philadelphia, PA