With the changing legal and regulatory landscape faced by hedge funds and other private investment vehicles, we seek to help our clients stay “ahead of the curve” through regular communication and proactive assistance.
We help design and implement effective compliance programs to keep abreast of legal developments at the state and federal level. We are experienced in the representation of investment advisers in proceedings with the Securities and Exchange Commission (SEC) and state securities administrators. We assist with filing and registration obligations at the state and federal level, and provide ongoing counseling regarding compliance responsibilities under applicable state and federal law.
We also offer “mock” SEC examinations to help clients prepare for actual regulatory examinations and act as advocates for our clients responding to SEC deficiency letters. Although most issues raised by the SEC or state securities administrators for our clients are fairly routine, on occasion examinations uncover more serious violations or deficiencies. In these cases, we work closely with clients and regulatory authorities to correct the deficiencies and avoid enforcement actions.
Registered Investment Companies
We serve as counsel to a number of clients in the formation and operation of mutual funds and other registered investment companies. We represent start-up funds in their early stages, as well as seasoned funds that are part of larger fund families with hundreds of millions in assets. We regularly handle all aspects of our registered clients’ legal needs, including regular legal and compliance requirements under the Investment Company Act of 1940, as well as legal matters related to the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules of the National Association of Securities Dealers (NASD).
Our registered investment company clients employ a wide variety of investment strategies, from traditional equity, bond and balanced funds, to market neutral and index funds. We work with a variety of mutual fund administrators to ensure clients’ business and legal needs are met. We counsel disinterested directors of investment companies, as well as registered funds and their advisers. We regularly assist clients with no-action letters, 1940 Act exemption applications and other SEC matters and have assisted clients to develop and implement unique and innovative investment management concepts (e.g., unique web-based services).
Private Equity and Hedge Funds
We have organized and represent all different types of private investment funds, including hedge funds, funds of funds, private equity funds, real estate funds and other hybrid investment pools. Our clients use a wide variety of different investment strategies and different U.S. and offshore fund structures.
We counsel clients throughout the process of startup, launch and ongoing operation of their private fund/hedge fund businesses.
- During start-up phase, our services include advice on tax matters, business and market terms and creative structural approaches. Where appropriate, we assist fund managers to navigate state and federal registration and qualification requirements under the Advisers Act, the Investment Company Act, the Employee Retirement Income Security Act of 1980 (ERISA), the Bank Holding Company Act and the Commodity Exchange Act.
- During launch phase, we assist clients to comply with applicable registration exemptions under federal and state securities laws, and help clients to implement appropriate compliance and operational structures both in-house and using third party service providers.
- Once a fund is up and running, we work with our clients to address ongoing organizational, trading and compliance issues, from ordinary business matters to legal guidance for operational, client relations, and selling interactions and materials.
We partner with our private fund clients to ensure that their legal needs are met by a team dedicated to their success. With the changing legal and regulatory landscape faced by hedge funds and other private investment vehicles, we seek to help our clients stay “ahead of the curve” through regular communication and proactive assistance.
Kilpatrick Townsend is known for its ability to provide creative and cost-effective advice that helps clients reach their business goals, and our Investment Management Practice Group sets the same high standards.
We have a wide range of experience in all aspects of corporate finance, including public and private offerings, mergers and acquisitions, federal and state securities law, general corporate law. We also have the capacity to assist many of our clients in locating investment capital.
We represent many companies and investment banking firms in initial and other public offerings, as well as major financings (equity and debt, public and private), acquisitions, proxy fights, leveraged buy-out transactions, reorganizations, friendly and hostile tender offers, going-private transactions, anti-takeover planning, employee stock ownership programs, and the full range of operational and day-to-day business matters that affect a company’s ability to conduct its affairs.
As a result of our representation of venture capital and investment banking firms, we are in a position to refer clients to sources of funds, from “seed” capital to later-stage funding. We frequently assist clients in anticipating, assembling, and presenting the type of information that venture capitalists, investment bankers, and other financing sources require to evaluate a client’s prospects and needs.
We advise on all aspects of compliance with the complex requirements imposed by the SEC, stock exchanges and the NASDAQ stock market -- from the technical aspects of filing periodic reports with the SEC and other regulatory authorities and disseminating proxy materials to shareholders, to the substantive and often sensitive aspects of satisfying public disclosure obligations without unduly disrupting the planning and implementation of strategic business initiatives. We also counsel directors and management about compliance with the special reporting and trading rules applicable to their ownership of their company’s stock. We help develop programs to use stock effectively in incentive compensation plans and transactions with other businesses.
We provide sophisticated advice and representation to employee benefit plans and their sponsors regarding a host of scenarios and issues. We regularly counsel and represent plan sponsors on ERISA compliance, particularly the intricacies of the prohibited transaction rules and U.S. Department of Labor (DOL) enforcement of these rules. Working collaboratively, we provide seamless, integrated service in the ERISA area, affording plan fiduciaries, plan sponsors, and investment providers that are responsible for or interested in plan investments with the comprehensive counsel and representation they need.
We represent plans and plan sponsors in litigation involving a range of fiduciary and other issues. We help our clients form and participate in investment funds structured to attract and meet the needs of ERISA plan investors. We obtain prohibited transaction exemptions, advisory opinions, and other regulatory relief. We also help efficiently and successfully resolve DOL investigations into, among other matters, 401(k) plans and employer stock funds.
We assist in domestic and international corporate and personal tax planning, contesting proposed tax deficiencies before the IRS and state revenue departments, litigation of tax cases in federal and state courts, and legislative counseling and representation on industry and client-specific issues. We also assist investment company clients in sophisticated issues related to sub-chapter M compliance.