Mayer Brown’s Private Equity, Funds & Investment Management practice provides legal counsel on the full range of products and services offered by investment advisers. We help investment advisers anticipate and adapt to global regulatory issues that affect all aspects of their business. We provide our clients with the knowledge and resources to creatively and efficiently structure investment services, products and funds, regardless of the client’s style, strategy, product or organizational form.

Investment Adviser Practice Focus
Our broad regulatory and market experience enables us to assist a wide array of investment advisers in meeting their compliance obligations under the regulatory regimes of several jurisdictions. A guiding principle of our investment management team is to provide clear, commercially practical, timely and cost-effective advice.

We learn our clients’ businesses so that we can tailor our advice to their own investment strategies—whether growth, value, privately placed instruments, long, short, risk arbitrage, absolute return, quantitative or others.

We offer comprehensive guidance on compliance issues affecting investment advisers, including fiduciary duties, best execution and soft dollars, trade aggregation and allocation, directed brokerage, contract assignments, affiliated transactions, personal transactions and valuation issues. Our US-based lawyers handle all aspects of compliance with the US Investment Advisers Act of 1940 and related SEC regulations, the US Employee Retirement Income Security Act of 1974 (ERISA) and the rules of self-regulatory organizations. Our non-US lawyers offer similar services regarding the statutes regulating advisers in the United Kingdom, Hong Kong and other countries.

We counsel our clients in virtually every interaction they may have with their securities regulators, including all interactions with the SEC, FSA, SFC and similar regulatory agencies in other jurisdictions. This includes preparing and filing registration statements, advising clients before, during and after regulatory inspections, and negotiating with regulators on our clients’ behalf. We also develop comprehensive written compliance manuals and codes of ethics, help clients prepare for regulatory inspections and present a vigorous defense in enforcement proceedings.

Investment Fund Practice Focus
Mayer Brown’s financial regulatory lawyers also advise a wide range of investment funds—whether classic, privately offered hedge funds, innovative variations on hedge and private equity funds or public funds registered and offered in various countries. Our guidance reflects a practical understanding of the regulatory environments in which our clients operate, and an appreciation of the goals and sensitivities of key domestic and foreign legislative and regulatory bodies whose actions have a significant impact on the financial market competitiveness of investment funds.

Registered or Publicly Offered Funds
Our lawyers have a sophisticated understanding of the regulated fund environment for publicly offered funds registered for sale in the United States, United Kingdom and Hong Kong. We handle disclosure, regulatory and other commercial issues that arise during the course of fund operation and portfolio company transactions. Our work includes preparing regulatory filings, drafting and reviewing compliance policies and procedures and advising on complex transactions, such as reorganizations and mergers. We also prepare, and provide counsel on, written requests for regulatory relief from regulatory agencies.

As part of our work in the regulated fund environment, we advise financial services companies on all aspects of creating registered investment companies. In the United States, clients seek our help to establish, register and operate open-end and closed-end investment companies and registered hedge funds under the Investment Company Act of 1940. We also provide these services with respect to bank fiduciary products such as bank common and collective trust funds.

In addition, we advise independent directors of registered open-end and closed-end funds. Our assistance includes advice on the full range of regulatory, tax and other legal issues that affect such regulated investment funds. Our UK and Hong Kong offices provide similar advice on licensing of publicly offered funds in these jurisdictions. We have also registered and listed funds on the Irish, Luxembourg and other stock exchanges.

Private Funds
We help our clients meet all of the regulatory, legal and practical challenges that arise in connection with structuring, offering, operating and managing private funds. Our hedge fund clients rely on us to ensure compliance with relevant portions of:

• The Investment Advisers and Investment Company Acts of 1940;
• The private offering requirements of the Securities Act of 1933 and Reg. D;
• The sales requirements of the Securities Exchange Act of 1934;
• Various commodity trading regulations;
• The rules of self-regulatory organizations; and
• State blue sky laws.

We have structured private investment funds in jurisdictions such as the Cayman Islands and Bermuda. This broad market experience enables clients to maximize flexibility and opportunities worldwide.

Our Approach
Our investment management regulatory counsel is part of a larger financial services regulatory practice that also includes work with banks, broker-dealers, insurers and other major financial-sector clients. We provide counsel on disclosure, regulatory and compliance issues, and help our clients shape the investment regulatory environment by working with legislative and administrative authorities in the United States and abroad. This work allows us to inform clients in timely and meaningful ways about the latest legal and regulatory developments on everything from director liability to fiduciary duty, taking into account the increasingly multinational nature of investment management regulation.

Our global experience with diverse legal and regulatory issues and requirements help us create comprehensive, practical and effective compliance solutions that meet the realities of today’s competitive international markets.