Private Funds Advisory & Enforcement Defense

Regulatory & Compliance

    We partner with clients to develop and implement streamlined, practical solutions to the increasingly complex regulatory environment, from formation to day-to-day operations, including:

    Outside general counsel: We advise hedge fund advisers on almost all day-to-day legal issues that arise, from review and negotiation of commercial contracts to routine employment matters.

    Formation: We craft customized, market friendly organizational and offering documentation that focuses on managing litigation and enforcement risk.

    Registration: We guide hedge funds through the investment adviser registration process at the federal and state levels. We draft and revise registration documentation for clarity, consistency, and risk control.

    Compliance: We provide continuous regulatory and compliance counseling in securities, commodities, and other laws applicable to a hedge fund’s trading and investment functions. We provide timely, market-oriented compliance counseling in an array of areas, including:

    • Insider trading compliance, including research due diligence, trading restrictions and best practices
    • Product and line-of-business compliance
    • Compliance program structuring
    • Offering and marketing compliance, including Regulation D, broker-dealer exemption and marketing materials review
    • Trading compliance, including Regulation SHO, Rule 105, trade errors, trade allocation and market manipulation
    • Activist investing, including mergers & acquisitions and Form 13D
    • Reputational and fiduciary issues, including soft dollars, gifts & entertainment and anti-money laundering, “pay to play” and FCPA
    • Forms, including 13D, 13G, 13F, CFTC large trader and Form PF reporting

    Compliance Procedures: We help hedge funds craft and implement customized, practical compliance policies and procedures. We draft compliance procedures from the perspective of how the industry actually works and how the regulators and investors examine and evaluate hedge funds.

    Annual Compliance Reviews: We conduct annual and special compliance reviews for hedge fund adviser firms to satisfy Investment Advisers Act requirements and other purposes. Our rates are competitive with those of major compliance firms.

Looking Forward

In 2019, we expect the SEC to continue to focus on fee and expense disclosure and the allocation of expenses and investment opportunities at private equity funds and hedge funds. We think the Commission will review funds’ use of affiliated service providers and products and similar conflicts of interest in examinations. We further anticipate that the SEC will continue its focus on cybersecurity with an emphasis on ensuring that private funds’ cybersecurity policies and procedures are both sufficient and being followed, and that such funds have conducted a cybersecurity “risk inventory.” Finally, it is our view that the Commission will continue to monitor digital assets (including regulatory compliance where such assets are “securities”), focusing on areas such as portfolio management and trading, safety of client assets, pricing of client assets, and compliance and internal controls.