Our lawyers have extensive experience in regulatory counseling, helping investment advisers, mutual funds, hedge funds and other clients resolve issues across a comprehensive range of regulatory disciplines, including:

• Registration of investment advisers
• Advising investment advisers, including those within complex financial organizations, on structure, conflicts of interest and fiduciary considerations
• New fund registrations and launches
• Exchange Traded Fund (ETF) and index-product advice
• Fund distribution advice and counseling, including share class considerations
• Investment advisory programs, including wrap fee programs
• Compliance programs mandated by rule 38a-1 under the Investment Company Act of 1940 and rule 206(4)-7 under the Investment Advisers Act of 1940
• Advice to fund boards on their obligations under Section15(c) of the Investment Company Act of 1940, including how to build appropriate records and evaluate profitability and competitive fund data
• Securities, futures and derivatives trading regulation, compliance and enforcement
• Regulation of bank-afilliated asset managers
• Antitrust and CFIUS
• Foreign Corrupt Practices Act (FCPA) compliance advice and investigations
• False Claims Act (UK) and EU regulatory compliance
• Policy analysis and advocacy
• Insider trading prevention (training and advice on trades, policies and procedures)
• Anti–money laundering
• Soft dollar use and best execution practices
• Formation and operation of commodity pool operators (CPOs) and Commodity trading advisors (CTAs)
• CFTC and SEC rulemaking
• Regulatory guidance on investments in specialized industries, including energy and cleantech, defense and telecommunications
• Global regulation of multinational asset managers

For more information, please contact Timothy Silva.

WilmerHale’s Investment Management Practice advises private fund managers of all types on a wide range of issues related to the formation and structuring of investment vehicles:

• Hedge, fund-of-fund, venture, private equity, credit, commodity and real estate funds
• Master-feeder, side-by-side, class, fund-of-funds and umbrella fund structures
• Tax advice and analysis (partnership, corporate and international) 
• Investment Company Act of 1940 registrations and exemptions 
• ERISA 
• Seed capital arrangements 
• Side letters 
• Negotiation of sub-advisory agreements, administration agreements, trading agreements and service provider agreements

We advise fund principals and their management companies on various structuring and planning matters:

• Management group structuring and formation
• SEC registration and exemption compliance
• Compensation, tax planning and employment agreements, as well as vesting and other arrangements
• Strategic transactions, including sales, acquisitions, restructurings and spin-offs, minority strategic buy-ins and exit strategies
• Succession planning

We have extensive experience representing clients in a range of complex transactions, including the following:

• Negotiation of prime brokerage, securities lending, repo, futures, derivatives (cleared and uncleared) and other trading agreements
• Acquisition and financing of investments, including debt, equity and esoteric products
• Structured finance products, including derivatives and swaps, CLOs, CDOs, and other complex financial instruments
• Private equity and venture capital investments
• Cryptocurrency-related instruments
• Tax-efficient cross-border investments, PFICs, tax credits, hybrid entities and instruments

We have advised many funds in connection with making, enforcing and restructuring distressed investments and negotiating with distressed counterparties. Our guidance has spanned a range of issues, including:

• Originating and purchasing distressed debt positions
• Out-of-court workouts and restructurings regarding the funds’ distressed positions
• Enforcing and restructuring the funds’ distressed investments in Chapter 11 cases and bank receiverships
• Purchasing distressed assets and making new investments in entities emerging from bankruptcy
• Pending litigation affecting funds’ investments and investment opportunities
• Counterparty insolvency risk with brokers and custodians
• Fund investor issues related to distressed fund positions

We have also litigated in bankruptcy and other courts across the country, at both the trial and appellate levels, for a number of purposes:

• Enforcing funds’ debt investments against borrowers
• Protecting funds’ debt positions against disallowance, subordination and similar claims
• Defending funds against fraudulent transfer and similar claims
• Defending funds against investor claims related to distressed investments and counterparties

WilmerHale’s investment management team is closely integrated with our leading Securities Litigation and Enforcement Practices and has extensive experience representing mutual funds, private companies, broker-dealers, hedge funds and other market participants—together with their managers, officers and directors—in numerous enterprise-critical enforcement proceedings and litigation matters. Our experience includes:

• The full range of proceedings initiated by the SEC, CFTC, Department of Justice, FINRA, the National Futures Association (NFA), the Financial Conduct Authority of the UK, the US Congress, state securities regulators and attorneys general, state insurance regulators, and other governmental agencies, as well as exchanges and other self-regulatory organizations
• Litigation relating to mutual fund sales practices, excessive management fees, mutual fund market timing, insider trading, accounting fraud and market manipulation
• Derivative actions, corporate control contests, proxy fights and other corporate governance disputes
• Responses to litigation issues at the portfolio company level 
• Litigation relating to fund issues such as waterfall provisions, investment restrictions, distribution clawbacks, implementation of gates, suspension of redemptions and valuation 
• Representation of independent directors in actions or threatened actions by investors 
• Regulatory investigations and litigation resulting from subprime mortgage investments

For more information, please contact Lori Martin and Amy Doberman.

We represent multinational asset management firms, foreign-managed funds, US-based funds with foreign operations or foreign investment strategies, and emerging market funds in a range of matters, including:

• Global regulation of asset managers
• Structuring foreign investments 
• Restructuring foreign management companies 
• Establishing foreign and offshore domiciled investment vehicles 
• Advising on foreign regulatory regimes and securities laws 
• Advising on cross-border futures access and registration regimes 
• Listings on international exchanges