Practice/Industry Group Overview
A wide variety of firms and organizations in the investment management industry look to us for regulatory and transactional counsel. Our clients include:
- Investment advisers
- Hedge funds and their advisers (US and offshore)
- Mutual funds
- Insurance companies
- Private trustees
- Retirement plans
- State agencies
- Banks and trust companies
We combine extensive knowledge in securities regulation, familiarity with industry practices and lengthy transactional and corporate law experience to produce effective business solutions.
Clients come to us for advice on matters such as the following:
Investment Adviser Representation
We make sense of SEC and state registration and compliance requirements, as well as business realities, for US and international investment advisers -- whether newly-formed or venerable institutions. This includes:
- advising on when SEC registration is or is not required
- preparing and reviewing Firm Brochures and other SEC and client disclosures
- formulating and advising on the administration of compliance/supervisory programs
- preparing advisory agreements
- obtaining SEC “no action” letters and other relief from registration and compliance burdens
- advising on pay-to-play compliance, trading issues, fiduciary matters, advertising, client solicitation, ERISA and state regulation and managing SEC exams
With the help of our very significant Private Client (trusts and estates) practice group, we advise private trustee firms on the intersection of their regulatory and fiduciary duties. We also have advised the proprietors of investment newsletters on regulatory and business matters.
Investment Management Firm Formation and Acquisitions
We form adviser entities and holding companies, including advising on the tax and business issues that arise. We also represent investment managers and other financial institutions in acquiring and investing in investment advisers and investment newsletters.
Hedge Fund Formation and Representation
Our lawyers handle all aspects of fund formation and capital raising, including:
- advice on product design (including profit sharing and management fee structures)
- tax planning (such as minimizing current taxable income to the sponsor and its employees or setting up offshore fund structures)
- exemptions from investment company registration
- commodities regulation
- drafting fund and management agreements
We counsel fund managers on complying with (or avoiding) the new SEC investment adviser registration requirements.
We advise on offering fund shares to institutions or individuals, including ERISA plan investors, securities law compliance, formulating disclosures and preparing investor materials.
We represent the managers and directors of 1940 Act registered investment companies in regulatory and corporate governance matters, as well as litigation.
Banks and Insurance Companies
We represent banks and insurance companies in investment transactions and provide counsel on trust department management, new product development and regulatory compliance.
We have advised both banks and insurance companies on the distribution of mutual funds and annuities through the bank branch system.
Other Institutional Investment Management Clients
We represent other institutional investors, including insurance companies, state agencies and pension funds, in reviewing and negotiating fund investments and investment management agreements.