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Private Funds

Since 1949, with the establishment of what is considered to be the very first hedge fund, A.W. Jones & Company, Seward & Kissel has been recognized for its work relating to private investment funds, particularly in the “hedge fund” and alternative investment fund area.

Working with investment advisory firms, banks, brokerage firms and other financial institutions located throughout the U.S. and abroad, we guide funds and their advisers on the structure and organization of numerous investment vehicles that are exempt from registration under the Investment Company Act of 1940.  We are able to leverage the Firm’s broad private investment fund-related expertise to provide our clients with full service guidance on tax, ERISA, litigation, employment, trademark, bankruptcy, trusts & estates, corporate finance, capital markets, derivatives, commodities, business transactions and real estate matters.  In addition, we are particularly active in advising our clients with respect to numerous types of investment opportunities, including: private equity, private debt and other business transactions; structured finance deals; distressed debt transactions; and activist investor plays.

Drawing on our extensive experience and industry contacts, we help our clients achieve practical business solutions within a complex legal and regulatory framework.

Our broad client base ranges from entrepreneurial start-ups to global financial institutions utilizing a wide range of strategies (including long-short equity, convertible, merger and statistical arbitrage, macro, distressed debt, funds-of-funds, commodity pools/ managed futures products, private equity funds, LBO funds and venture capital funds) and structures (including partnerships, limited liability companies, offshore funds, group trusts and registered funds).

Overview

• One of the most experienced and extensive legal practices covering the private investment fund industry and consistently ranked as an industry leader in numerous reports and surveys

• A key practice area of the Firm with over 45 attorneys and 15 paralegals specializing in the investment management area serving clients throughout the U.S. and overseas

• Integrated Firm practice groups provide related legal services (see Legal Services Offered)

• Strong relationships with senior staff at service providers throughout the industry, including auditors, accountants, prime brokers, administrators and offshore counsel

• Extensive dealings with numerous funds-of-funds, institutional and seed capital investors, and third party marketers

• Knowledge, experience and industry contacts allow the Firm to act as an advisor and consultant not only on legal issues, but also on business and strategic matters

• Innovative practice area responsible for many pioneering developments in the industry

• Practice area partners are frequently quoted in industry publications and they often lecture and write on investment management topics

• Firm’s substantial mutual fund practice provides the private funds practice with significant depth and overall knowledge of the entire investment management industry

• Washington, D.C. office complements New York City office by providing key input on legislative/regulatory issues

• Each project is staffed by a highly experienced and responsive core team, usually consisting of a partner, one or two associates and a paralegal

• Comprehensive, user-friendly fund documentation well-received throughout the industry by investors, managers and service providers

• Proactive legal practice provides clients with guidance on numerous legal and regulatory issues as they develop and submit comment letters to regulators on pending legislation that may impact the industry

Legal Services Offered

• Fund structuring, regulatory and ongoing compliance matters, including advice relating to: Securities Act of 1933; Securities Exchange Act of 1934; Investment Company Act of 1940; Investment Advisers Act of 1940; Commodity Exchange Act; FINRA Rules; and other applicable laws

• Federal and New York State tax analysis

• Management company structuring and planning, including: operating agreement issues; estate planning; employee ownership; vesting; multiple owners; compensation and deferred compensation arrangements; and other matters

• Counsel on employee compensation, retention, promotion, non-competition, confidentiality and termination

• Structuring for investments by ERISA plan assets

• Investor admittance issues, including: side letters; strategic investments; MFN clauses; and AML

• Regulatory filings and advice relating to: blue sky; entity formation/qualification; tax-related matters; CFTC/ NFA commodity pool operation and commodity trading advisor registration or exemption; SEC and state investment adviser registration; broker-dealer operations; disclosures under Forms 3, 4, 5, 13D, 13G, 13H, SLT and Schedule 13F; Hart Scott Rodino antitrust matters; and the establishment of large ownership positions in public or private companies and/or in regulated industries

• Transaction advice relating to: restricted securities, distressed debt, PIPEs and other equity and debt investments; structured finance; agreements concerning derivatives, prime brokerage, custody and related matters; repurchase agreements, secured/unsecured borrowings and other forms of leverage; joint ventures, seed capital arrangements, venture capital transactions, mergers & acquisitions; and asset purchases and sales

• Corporate compliance/capital raising advice relating to: public offerings; exchange offers and redemptions; tender offers; proxy contests; restructurings; recapitalizations; board affiliations; Sarbanes-Oxley; and insider trading

• Counsel on trademark registration and enforcement

• Litigation advice relating to: securities; regulatory; trademark; contract; employment; bankruptcy and other matters

• Real estate advice, including: leases and sub-leases

• We also offer a wide range of compliance support services to our investment management clients. For additional information, please click here.