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Investment Management

Shipman & Goodwin provides practical legal advice to a wide range of private investment funds, fund managers and investors in connection with structuring, organizing and operating hedge funds, mezzanine funds, private equity funds, venture capital funds, SBICs, real estate investment funds and other investment entities. We also provide regulatory advice to investment advisers, broker-dealers and other securities professionals. Lawyers in our Private Equity/ Investment Management Group work closely with lawyers in the firm’s tax, ERISA, business and finance, employment, intellectual property, real estate, bankruptcy, estate planning and litigation groups, all of whom have significant experience dealing with the issues facing private investment funds and their investment managers and sponsors.

As legal counsel, our representation of private investment funds includes:
  • Structuring and documenting funds (e.g., private placement memoranda, subscription agreements, limited partnership agreements, limited liability company agreements, investment management agreements and fee deferral arrangements)
  • Advising fund managers on regulatory and ongoing compliance matters, including compliance under the Securities Act of 1933, Securities Exchange Act of 1934, Commodity Exchange Act, Investment Company Act of 1940, Investment Advisers Act of 1940, as well as the rules of various self-regulatory organizations, such as, FINRA
  • Counseling fund managers on employee compensation and incentive plans, retention, governance and control issues, retirement plans, and restrictive covenants, including noncompetition, use of track records, confidentiality and nonsolicitation of clients and employees
  • Providing tax advice, including with respect to unrelated business taxable income and effectively connected income
  • ERISA matters, including “plan asset” regulations and venture capital operating company exemptions
  • Negotiating side letter agreements with investors, including terms, such as, most favored nation clauses
  • Designing compliance programs, including anti-money laundering programs
  • Structuring the general partner entity and management company, including choice of entity and tax considerations and preparing the operative documentation governing the fund principals’ contractual arrangements
  • Providing advice on, and preparing SEC filings, including Forms 3, 4 and 5 under Section 16, Schedule 13D and 13G as well as other regulatory filings, including blue sky, CFTC exemptions, SEC and state investment adviser and broker-dealer registration
  • Advising on general corporate and securities transactions related to portfolio investments, private placements of common and preferred equity securities, PIPEs, distressed debt, confirmation agreements concerning derivatives, warrants and options, registration and other investor rights, various “hybrid” equity/debt securities and convertible and exchangeable debt securities, “SPAC” offerings, follow-on offerings, secondary offerings, and liquidity transactions, including mergers & acquisitions and public offerings 
  • Representing institutional investors, such as, insurance companies and retirement funds, in connection with alternative investment strategies and limited partner investments
  • Advising limited partners on transfers and secondary transactions
  • Advising clients regarding director duties, indemnification and liability protection
  • Providing federal and Connecticut tax analyses
  • Providing sophisticated inter-vivos and testamentary transfer tax planning advice, including leveraged carried interest planning 
  • Providing intellectual property advice, including trademark registration and enforcement
  • Advising principals and their funds on litigation matters related to securities enforcement actions, employment, bankruptcy, real estate and other matters
We have experience in organizing, structuring and representing:
  • Hedge funds, domestic and offshore, utilizing a wide range of investment strategies, including long/short equity, merger and convertible arbitrage, alternative energy, quantitative market neutral and other quantitative strategies, high-yield, carbon emission credit, emerging markets funds and commodity pools
  • Fund-of-funds, master-feeder funds, side-by-side funds and multi-strategy funds
  • Private equity funds, including leveraged buyout, SBICs, venture capital, mezzanine, real estate and fund of funds
  • Principal protected funds and other structured funds, including funds utilizing synthetic option or total return swaps

Publications

January 6, 2017  SEC Amends Form ADV for Separately Managed Account Reporting and Codifies "Umbrella Registration"
October 9, 2015  New Guidance on BE-180 Reporting Requirements for Certain Financial Services Providers
September 21, 2015  Further Interpretive Guidance on General Solicitation Prohibition
Spring 2015  U.S. Companies Beware: Federal Reporting Requirements for Foreign Investment
October 24, 2014  What Do the Investor Advisory Committee's Recommendations Mean for the Future of Marketing of Hedge Funds to Natural Persons?
September 25, 2014  CFTC Grants Relief to Fund Managers in Connection With Rule 506(C) General Solicitation Offerings
October 25, 2013  The SEC's Proposed Crowdfunding Rules: May Not be a Crowd Pleaser
August 1, 2013  SEC Adopts Final Rules on Amendments to Rule 506 Private Placement Exemption
November 19, 2012  December 31st Deadline to Register as a Commodity Pool Operator Approaches
September 26, 2012  Structuring, Regulatory and Tax Guidance for Asia-Based Hedge Fund Managers Seeking to Raise Capital from U.S. Investors
July 26, 2012  To Register Or Not To Register As A Commodity Pool Operator
May 31, 2012  U.S. Department of Commerce Filing Requirements for Private Fund Managers
January 20, 2012  Connecticut Hedge Funds Targeted In Insider Trading Probes
August 4, 2011  Impact of Final Dodd-Frank Rules on the Regulation of Federal and Connecticut Investment Advisers
March 17, 2011  The New Era of Regulation: Registration Requirements for Investment Advisers Under the Dodd-Frank Act
February 25, 2011  SEC Adopts New Part 2 of Form ADV: Disclosure Requirements for SEC and Connecticut Registered Investment Advisers
August 17, 2010  The New Era of Regulation Under the Dodd-Frank Act: A Compliance Guide for Investment Advisers and Private Investment Funds
August 5, 2010  SEC Adopts Prohibitions Against Investment Adviser Pay-To-Play Practices
April 15, 2010  SEC Provides Guidance on Amended Custody Rules
February 9, 2010  Amendments to the Custody Rule: New Controls on Custody of Client Assets
August 17, 2009  SEC Proposes Prohibitions Against Investment Adviser Pay-to-Play Practices
June 12, 2009  Connecticut Hedge Fund Regulation Dies at the End of the 2009 Session
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