We have experience representing public and private investment companies, including mutual funds and business development companies, investment advisers, unregistered private investment vehicles, and others in the investment management industry. We advise clients on all aspects of investment management activities, including disclosure under the federal securities laws, regulatory compliance and avoidance of regulation, corporate governance, transactional, tax, and contract matters. We represent investment advisers on matters related to formation, registration, status, and operation.
Investment and Asset Management
We counsel public and private companies on matters under the Investment Company Act of 1940, including the maintenance of various exceptions from registration. We assist with the formation of entities such as specialty finance vehicles, SPACs (special purpose acquisition companies), and pass-through tax structures, including REITs, master limited partnerships, and business development companies.
We advise public open- and closed-end investment companies on their registration and formation, and the preparation, review and filing of regular and special disclosure documents such as prospectuses, shareholder reports, and proxy statements. We advise public and private companies on compliance matters, the implementation of procedures and policies, the fiduciary obligations of boards, and other corporate governance activities. We represent investment advisers on matters under the Investment Advisers Act of 1940 and state statutes related to their formation, registration, status, and operation.
Business Development Companies
We counsel business development companies—publicly traded venture capital companies that invest in and offer significant managerial assistance to their portfolio companies—regarding their operation and regulation under the Investment Company Act, the Securities Act of 1933 and the Securities Exchange Act of 1934. We work closely with BDCs as underwriter’s counsel in IPO and secondary offerings, and we provide strategic advice for growing and transitioning BDCs.
Venture Capital and Private Equity Funds
We have experience representing issuers, underwriters, and venture capital firms in public offerings, private placements, and venture capital financings. We advise private investment vehicles on innovative capital formation structures designed to avoid the burdens of registration as an investment company.
Structuring Around Investment Company Status
We also serve as counsel in offerings under Rule 144A and regularly assist our clients in raising capital through these and other private offerings and analyzing the availability of exceptions from registration under the Investment Company Act and Investment Advisers Act in connection with that activity. We counsel operating companies on the consequences of “inadvertent” investment company status, obtaining exemptive relief from the SEC, and interpretations under existing orders.