Mr. Thomas Devaney is a partner in the Corporate Practice Group in the firm's New York office and is the Co-Chair of the firm's Investment Management team.
Areas of Practice
Mr. Devaney primarily counsels sponsors and the management teams of private funds with respect to transactional matters and U.S. securities laws and regulations related to the formation of private funds, fundraising and investor subscriptions, and fund administration and operations, generally. Tom represents U.S. domestic and global real estate funds, infrastructure funds, debt funds, private equity and venture capital funds, and hedge funds with a broad range of investment strategies. Tom's practice draws upon his expertise in U.S. securities laws, including the Securities Act of 1933, the Investment Advisers Act of 1940 and the Investment Company Act of 1940, as well as relevant portions of the Securities Exchange Act of 1934, the Commodity Exchange Act and ERISA.
With more than 15 years of experience in private practice, Tom has considerable experience negotiating seed and anchor investor arrangements, investor side letters and “JV” arrangements for jointly managed fund platforms. Tom also has significant experience representing firms and/or individual team members at times of hiring and departure (voluntary and involuntary), including matters leading to litigation.
In addition, Tom has counseled numerous fund advisors (ranging from large institutions to small, closely-held firms, and based domestically and internationally) on their registration as an investment adviser with the SEC and has advised on the design and implementation of compliance programs for a range of strategies, including long/short and fixed income hedge funds, and private real estate, infrastructure and private equity funds. In connection with his role as outside regulatory counsel, Tom has advised fund managers in connection with routine SEC audits, SEC investigations and enforcement and civil actions.
Tom advises clients on private securities offerings, including cross-border investment and strategic financing transactions, and has counseled clients on the formation, organization and operation of domestic limited partnerships, limited liability companies and corporations, and a range of offshore entities (including Cayman Islands, BVI, Luxembourg, Singapore, Hong Kong, Chinese, Canadian and Mauritius). Tom is familiar with a range of U.S. and foreign tax and regulatory issues applicable to pooled investment vehicles, with a particular focus on investing in China and the EU, including AIFMD. Tom frequently structures, forms and advises on operational aspects of privately held-REITs for real estate fund sponsors and structuring U.S. real asset investment structures for non-U.S. investors that are subject to Foreign Investment Real Property Tax Act (FIRPTA) withholding in the U.S.
In addition to his funds practice, Tom has also represented a number of closely-held, venture start-ups through various stages of their life cycles, as well as served as fund and investment counsel to several well-known venture capital funds.
•Global counsel to a Luxembourg-based, European infrastructure fund with assets under management in excess of 1 billion
•U.S. counsel to a North American infrastructure fundraising its second fund with a target in excess of $1 billion
•Global counsel to a leading Asian logistics facility operator raising its initial real estate fund with a target exceeding $1 billion
•Counsel to buyers and sellers of individual and portfolios of private equity fund LP interests, including one bank that disposed of a portfolio of over $300 million of LP commitments to a number of different purchasers over a multi-year period to satisfy the Volcker Rule
•Counsel to a number of hedge funds and their managers on formation, operational and compliance matters, covering funds with strategies ranging from MBS/fixed income, value, emerging markets, convertible arbitrage, healthcare and microcap
•U.S. securities law specialty counsel to a number of global private fund groups based outside of the U.S. that have registered as investment advisers with the SEC post-Dodd-Frank or notice filed as Exempt Reporting Advisers
•Counsel for general corporate and securities laws matters for Circuit of the Americas, the only FIA-certified Grade 1 track in the U.S., and one of only 26 Grade 1-certified motorsports facilities in the world, which hosted the first (and highly acclaimed) F1 grand prix in the U.S. in more than 5 years
Publications & News
•“SEC Raises Dollar Thresholds for Advisers to Charge Performance-Based Fees and Grandfathers Performance-Fee Contracts for Previously Unregistered Advisers, ” Client Alert, February 21, 2012
•“Roundtable: Outlook for Hedge Funds, ” Financier Worldwide, January 2012
•“SEC Implements Advisers Act Provisions of Dodd-Frank; Extends Investment Adviser Registration Deadlines, ” Client Alert, June 24, 2011
•“Market Solutions, Vol. 20, No. 1, ” Financial Markets Association, March 2011
•“Roundtable: Outlook for Hedge Funds, ” Financier Worldwide, January 1, 2011
•“Accessing the Impact of Proposed California Assembly Bill No. 1743 on 'Pay to Play, '” Bloomberg Law Reports: Securities Law, Vol. 4, No. 40, October 4, 2010
•“Changes in Registration and Reporting Requirements for Private Funds under the Investment Advisers Act of 1940 in the Dodd-Frank Act, ” July 19, 2010
•“SEC's Custody Rule Amendments and implications for Registered Private Fund Adviser, ” Bloomberg Law Reports, Vol. 4, No. 9, May 3, 2010 (Co-authored with Kenneth Muller and Seth Chertok)
•“White House Proposal Calls for increased Regulation of Private Investment Funds in Broad Attempt to Restore Confidence in integrity of Financial System, ” Client Alert, June 19, 2009
•“Newton's Third Law and the White Paper, ” Client Alert, June 18, 2009
Corporate & Securities Law Blog Posts
• SEC Brings Charges Against SEC Registered Investment Adviser for Improperly Allocating Expenses and Other Violations of the Investment Advisers Act of 1940 (the “Advisers Act”), March 25, 2014
• 2014 Compliance Checklist for Investment Advisers, February 26, 2014
• SEC Announces 2014 Examination Priorities for Investment Advisers, January 17, 2014
Investment Management Blog Posts
• SEC Charges Investment Adviser for Failure to Disclose Acceleration of Monitoring Fees and Discounts on Legal Fees, October 14, 2015
• SEC Co-Chief of Division of Enforcement's Asset Management Unit Identifies 2015 Exam Priorities for Hedge and Private Equity Funds, January 27, 2015
• SEC Releases 2015 Examination Priorities, January 16, 2015
• Second Circuit Affirms Tippee Liability, December 11, 2014
• Staying Above The Political Fray - The RIA Political Contribution Rule, November 18 2014
• Compliance Officers' Liability, September 23, 2014
• Cherry-Picking & Soft Dollars, August 14, 2014
• Current Trends and Risks in the Private Equity Industry, June 12, 2014
•Why new SEC guidance may pave the way for private fund managers to make better connections online
Private Equity International Media Group, April 7, 2014
•Moderator, Jurisdiction Selection For Private Fund Managers panel, CounselWorks, SummerTime Summit 2014
•“Investment Advisers Act & Related Compliance Issues, ” Sage Tree Seminars, New York, New York, September 23, 2010
•3rd Life Settlements & Longevity Summit, New York, New York, March 24, 2010
•“Recent Trends and Strategies for Real Estate Funds, ” iGlobal 2nd Real Estate Private Equity Summit, New York, New York, March 24, 2009
•“Private Investment in Financial Institutions and Financial Assets, ” New York, Los Angeles, San Francisco, November 2008
•Breakfast With Your Finance & Bankruptcy Lawyers
Doing Business in Italy: Which Factors Are at Play in the Economy Rebound?
June 9, 2015
Judicial intern in the chambers of the Honorable Joseph M. McLaughlin, U.S. Court of Appeals, Second Circuit