Business Development Companies
Some of our clients have elected to be regulated as BDCs under the Investment Company Act of 1940. We counsel them about the making of BDC elections, whether the issuer of a particular security qualifies as an eligible portfolio company, whether the acquisition of a particular portfolio security by the BDC is lawful, and whether services provided by the BDC to its portfolio companies satisfy requirements of the 1940 Act. We also counsel clients routinely on those sections of the 1940 Act that apply specifically to BDCs.
Our attorneys represent domestic and offshore hedge funds and their investment managers and other pooled investment vehicles, such as real estate funds, collateralized debt obligation vehicles, and PIPE funds. We advise hedge funds and their investment managers in all operational matters, including business formation, fund structure, tax counseling, exemption from registration, product distribution, compliance, and contract negotiation. Our attorneys also counsel endowment funds, foundations, pension plans, family trusts, and individual investors in connection with investments that they make in hedge funds.
We regularly represent independent directors and trustees of investment companies in matters relating to compliance; corporate governance and fiduciary duties; conflicts of interest; director retirement plans; compensation; directors and officers liability insurance; shareholder communication; and the engagement, evaluation, and independence of fund auditors. We have extensive experience in helping to build board committees and in preparing committee charters, questionnaires for regulatory filings, and appropriate resolutions for board and committee meetings.
Investment Company Status
We frequently analyze investment company status issues for operating companies, including technology companies and research and development companies, to ensure that they do not fall within the statutory definition of an investment company. Our attorneys also assist clients in obtaining exemptive orders and no-action letters from the Securities and Exchange Commission.
Mergers and Acquisitions
Our attorneys have significant experience in the acquisition of investment advisers, broker-dealers, and mutual fund complexes as well as in the reorganization of funds within a mutual fund complex. We advise clients on the structure of proposed transactions and related tax issues and accounting and performance survivor determinations.
Registered Investment Companies
Our attorneys counsel open-end investment companies on all facets of mutual fund operations. We help clients structure new funds and share classes, including fund-of-fund arrangements. We also prepare disclosure documents and review and file proxy statements, registration statements, and shareholder reports. We prepare and file requests for interpretative, exemptive, and no-action relief.
Our closed-end clients have included leveraged, exchange-listed, and interval funds. We advise on a variety of fund capital market transactions, including offerings of common or preferred stock, rights offerings, and self-tender offers. We counsel closed-end clients on the defense of takeover attempts and the conversion of closed-end funds to open-end funds. We also advise clients on stock exchange listing rules and all compliance matters.
We have represented sponsors and participants in the 529 Plan industry since 2001. We advise clients in the preparation of responses to requests for proposals for program management services and the structuring and establishment of new plans. We help clients prepare update materials; draft and negotiate program management, distribution, and selling agent agreements; and navigate compliance issues with the Internal Revenue Service, Municipal Securities Rulemaking Board (MSRB), and Financial Industry Regulatory Authority (FINRA).