Experience 

Investment Funds (Hedge/Private Equity/Registered).  Advice with respect to all aspects of structuring, funding, marketing, operating, and regulatory compliance responsibilities with respect to private funds, including master-feeder funds, parallel funds and funds-of-funds.  Advice in regards to the organization of funds utilizing a variety of investment styles, objectives and strategies, such as long/short, arbitrage, leveraged buyout, real estate, mezzanine, private equity, hedge, international, opportunity, managed futures, risk arbitrage, absolute return, collateralized loans and bonds, distressed debt, emerging markets and relative value, as well as technology and other sectors.  Provides guidance on issues relating to portfolio illiquidity and depreciation (e.g., situations occurring during the recent financial crisis) including fund insolvencies and dissolutions and the implementation and operation by funds of provisions to deal with redemptions such as gates, hardship provisions and SPVs.  Compliance with securities laws relating to the offering of interests in and the operation of funds such as Regulation D, and the filing of Schedules 13D and 13G, and Forms 3, 4, 5 and 13-F and related general solicitation issues, and U.S. state and non-U.S. registration obligations and exemptions.  Experience in structuring private investment funds in non-U.S. jurisdictions such as the Cayman Islands and Bermuda, and registering and listing funds on the Irish Stock Exchange, the Luxembourg Stock Exchange and elsewhere.  Organizational and ongoing regulatory advice for registered investment companies, their boards of directors and their service providers (including advice concerning open-ending proposals for closed-end funds and exemptive orders with respect to affiliated transactions).

Investment Advisers.  Organizational and regulatory advice for investment advisers relating to, among other things, the structuring of client arrangements, best execution and soft dollars, investment adviser trading questions (e.g., principal transactions and trade allocations and trade sequencing), SEC inspections, dual registrant issues, Form ADV issues, performance advertising; directed brokerage arrangements; compliance issues affecting investment advisers; conflicts issues; valuation questions; wrap fee programs, reporting and books and records obligations; state, U.S. and non-U.S. “blue sky” laws; custody and safekeeping arrangements; insider trading and code of ethics policies; proxy voting guidelines; privacy, safeguarding and data protection policies; anti-money laundering polices and procedures under the USA PATRIOT Act; and exemptive orders with respect to “family office” advisers.  Advice concerning compliance with U.S. state and non-U.S. registration obligations and exemptions.

Broker-Dealers.  Advice to broker-dealers concerning registration and compliance issues relating to, among other things, Section 28(e) compliance by broker-dealers and their counterparties, CSAs, capital introduction, and “hedge fund hotels.”  Negotiation of soft-dollar and other brokerage arrangements.

“Status” determinations.  Investment Company Act “status” issues for all types of entities, including private investment funds, incubators, securitization vehicles, finance subsidiaries, employee benefit plans, non-U.S. banks and insurance companies, real estate investment vehicles and transient investment companies.  Status determinations relating to entities and individuals concerned that their activities may require registration as investment advisers and/or broker-dealers.

Corporate Transactions.  Sales of registered investment advisers, including advisers to registered investment companies.  Portfolio transactions for venture capital funds and funds-of-funds.

Education 

Boston University School of Law, JD, 1984 • Boston University, BA, 1981

Admitted
New York, 1984