2010
Hedge Fund - SEC Investigation
Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.
Hedge Fund - SEC Investigation
Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.
Ongoing
Multinational Insurance and Reinsurance Company - Capital Markets and Regulatory Advice
Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.
Multinational Insurance and Reinsurance Company - Capital Markets and Regulatory Advice
Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.
Ongoing
Hedge Funds - General Counsel
Representation of institutional hedge funds, fund of funds and separate account investment managers as outside general counsel, including Stillwater Capital Partners, Wolf Asset Management International, Victoire Finance Capital, Karpus Investment Management, PCE Investors (U.S. matters), Discovery Capital Management, Hildene Capital Management, Wolf Asset Management International, Witter Partners, FIS Group and others. We advise and consult on a wide variety of corporate, regulatory and transactional matters in connection with the ongoing operation of their investment management business.
Hedge Funds - General Counsel
Representation of institutional hedge funds, fund of funds and separate account investment managers as outside general counsel, including Stillwater Capital Partners, Wolf Asset Management International, Victoire Finance Capital, Karpus Investment Management, PCE Investors (U.S. matters), Discovery Capital Management, Hildene Capital Management, Wolf Asset Management International, Witter Partners, FIS Group and others. We advise and consult on a wide variety of corporate, regulatory and transactional matters in connection with the ongoing operation of their investment management business.
2012
Plainfield Asset Management - Hawkeye Renewables
Representation of Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.
Plainfield Asset Management - Hawkeye Renewables
Representation of Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.
2012
Investment Manager - Fund Liquidation
Representation of investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.
Investment Manager - Fund Liquidation
Representation of investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.
Ongoing
Global Hedge Company - Exchange
Representation of a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.
Global Hedge Company - Exchange
Representation of a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.
Ongoing
Madoff Case - Hedge Fund Representation
Representation of several hedge funds that invested tens of millions of dollars with Bernard L. Madoff, pursuing recoveries and defending against clawback and other claims.
Madoff Case - Hedge Fund Representation
Representation of several hedge funds that invested tens of millions of dollars with Bernard L. Madoff, pursuing recoveries and defending against clawback and other claims.
Ongoing
Collateral Manager - Collateralized Debt Obligation Restructurings
Representation of a collateral manager in connection with a series of restructurings of collateralized debt obligation entities relating to changes in portfolio structure and to redemptions of classes of CDO Notes.
Collateral Manager - Collateralized Debt Obligation Restructurings
Representation of a collateral manager in connection with a series of restructurings of collateralized debt obligation entities relating to changes in portfolio structure and to redemptions of classes of CDO Notes.
Ongoing
Registration of Real Estate Fund Managers
Comprehensive regulatory advice to a platform of real estate advisory entities with respect to registration obligations and related compliance issues under the new Dodd-Frank requirements for investment advisers.
Registration of Real Estate Fund Managers
Comprehensive regulatory advice to a platform of real estate advisory entities with respect to registration obligations and related compliance issues under the new Dodd-Frank requirements for investment advisers.
2011
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
Ongoing
Chiral Advisors, LLC—Hedge Fund
Representation of Chiral Advisors, LLC in setting up a new domestic hedge fund that will engage primarily in a long/short equity and special situations-oriented investment strategy.
Chiral Advisors, LLC—Hedge Fund
Representation of Chiral Advisors, LLC in setting up a new domestic hedge fund that will engage primarily in a long/short equity and special situations-oriented investment strategy.
Ongoing
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
2011 - Ongoing
Discovery Capital Management—Series D Master Feeder Fund
Representation of Discovery Capital Management in revising its existing multi-manager fund documents to incorporate a new Series D onshore/offshore master feeder fund focused on a more aggressive and opportunistic investment strategy than their existing Series A Fund. We also made several additional updates and modifications to their fund documents and advised on related regulatory issues.
Discovery Capital Management—Series D Master Feeder Fund
Representation of Discovery Capital Management in revising its existing multi-manager fund documents to incorporate a new Series D onshore/offshore master feeder fund focused on a more aggressive and opportunistic investment strategy than their existing Series A Fund. We also made several additional updates and modifications to their fund documents and advised on related regulatory issues.
2011
Elanus Capital Management, LLC - Global Managed Account Platform
Representation of Elanus Capital Management, LLC in establishing an onshore/offshore multi series and segregated portfolio company structure to permit customized portfolios for institutional investors seeking to invest in credit linked notes and other asset backed securities issued by various European banks for capital relief purposes. We also helped Elanus negotiate certain seed investor transactions.
Elanus Capital Management, LLC - Global Managed Account Platform
Representation of Elanus Capital Management, LLC in establishing an onshore/offshore multi series and segregated portfolio company structure to permit customized portfolios for institutional investors seeking to invest in credit linked notes and other asset backed securities issued by various European banks for capital relief purposes. We also helped Elanus negotiate certain seed investor transactions.
2011
Victoire Finance Capital - Domestic Feeder Fund
Representation of Victoire Finance Capital in forming a domestic feeder fund, Victoire Finance & Gestion Onshore LP, which will pursue a long/short investment strategy and slot into their existing offshore fund structure. This fund was formed as a roll up of a separately managed account.
Victoire Finance Capital - Domestic Feeder Fund
Representation of Victoire Finance Capital in forming a domestic feeder fund, Victoire Finance & Gestion Onshore LP, which will pursue a long/short investment strategy and slot into their existing offshore fund structure. This fund was formed as a roll up of a separately managed account.
2011
KCPS & Company - Regulatory Advice
Representation of KCPS & Company, a global investment management firm, and its affiliates in registering with the SEC as an investment adviser and related advice on the exempt status of various affiliates.
KCPS & Company - Regulatory Advice
Representation of KCPS & Company, a global investment management firm, and its affiliates in registering with the SEC as an investment adviser and related advice on the exempt status of various affiliates.
2011
Fund of Funds Manager - Fund Updating
Representation of Fund of Funds Manager in updating fund documents for a family of funds of funds to reflect recent legal developments as well as modified fee terms and other updates. We also assisted in ongoing blue sky and compliance matters.
Fund of Funds Manager - Fund Updating
Representation of Fund of Funds Manager in updating fund documents for a family of funds of funds to reflect recent legal developments as well as modified fee terms and other updates. We also assisted in ongoing blue sky and compliance matters.
2011
Hildene Capital Management—Fund Formation
Representation of Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.
Hildene Capital Management—Fund Formation
Representation of Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.
2011
Xiling Group - Art Investment Fund
Representation of Xiling Group in forming a new art investment fund focusing on culturally and aesthetically important Chinese art. The fund was structured as a private equity fund with certain special features to accommodate its unique investment strategy.
Xiling Group - Art Investment Fund
Representation of Xiling Group in forming a new art investment fund focusing on culturally and aesthetically important Chinese art. The fund was structured as a private equity fund with certain special features to accommodate its unique investment strategy.
2010
Private Equity Fund - Clean Technology
Representation of principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.
Private Equity Fund - Clean Technology
Representation of principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.
2010
Witter Partners, LLC - Template Marketing Agreement
Representation of Witter Partners (http://www.witterpartners.com) -- a newly established asset management marketing firm—negotiate a template marketing agreement for use with its money manager clients, as well as an agreement with a designated broker-dealer.
Witter Partners, LLC - Template Marketing Agreement
Representation of Witter Partners (http://www.witterpartners.com) -- a newly established asset management marketing firm—negotiate a template marketing agreement for use with its money manager clients, as well as an agreement with a designated broker-dealer.
2010
Hedge Fund - Management Agreements
Representation of a hedge fund in reviewing long-term management agreements and transitioning control structures to ascertain our client's rights to terminate the business and wind down the funds under management.
Hedge Fund - Management Agreements
Representation of a hedge fund in reviewing long-term management agreements and transitioning control structures to ascertain our client's rights to terminate the business and wind down the funds under management.
2010
Wolf Asset Management International - Customized Funds
Representation of Wolf Asset Management in completing a customized fund of funds managed account platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds.
Wolf Asset Management International - Customized Funds
Representation of Wolf Asset Management in completing a customized fund of funds managed account platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds.
2010
Hedge Fund Manager - Domestic Fund
Representation of a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.
Hedge Fund Manager - Domestic Fund
Representation of a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.
2010
Broadway Gate - Merger
Representation of Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.
Broadway Gate - Merger
Representation of Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.
2010
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
2010
Private Equity Fund Manager - Litigation Funding Investment Program
Representation of a manager in setting up a multi-series private equity fund to engage in a litigation funding investment program. The fund's strategy is to advance funds to plaintiffs prior to the plaintiffs' obtaining proceeds from a settlement, judgment or verdict of their lawsuit or other claim, in exchange for the fund's right to receive an amount out of the proceeds of any realized settlement, judgment or verdict resulting from that lawsuit or other claim. The fund's multi-series structure permits the continuous offering of fund interests in a private equity structure.
Private Equity Fund Manager - Litigation Funding Investment Program
Representation of a manager in setting up a multi-series private equity fund to engage in a litigation funding investment program. The fund's strategy is to advance funds to plaintiffs prior to the plaintiffs' obtaining proceeds from a settlement, judgment or verdict of their lawsuit or other claim, in exchange for the fund's right to receive an amount out of the proceeds of any realized settlement, judgment or verdict resulting from that lawsuit or other claim. The fund's multi-series structure permits the continuous offering of fund interests in a private equity structure.
2010
Gama Partners - Domestic Hedge Fund
Representation of Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.
Gama Partners - Domestic Hedge Fund
Representation of Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.
2010
Stillwater Capital Partners - Acquisition of Assets by Public Shell
Representation of Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares.
Stillwater Capital Partners - Acquisition of Assets by Public Shell
Representation of Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares.
2009
Discovery Capital Management - Fund Restructuring
Completion of the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.
Discovery Capital Management - Fund Restructuring
Completion of the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.
2008
Edison Tax Services - Acquisition Platform Structure and Joint Ventures
Representation of Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.
Edison Tax Services - Acquisition Platform Structure and Joint Ventures
Representation of Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.
2008
Victoire Finance Capital - Latin America-Focused Hedge Fund
Representation of an international asset manager in establishing an onshore hedge fund to integrate with their existing Cayman Islands-based offshore fund that invests in small cap companies in Brazil and other Latin American markets. Our work also involves converting the entire fund into a master feeder structure.
Victoire Finance Capital - Latin America-Focused Hedge Fund
Representation of an international asset manager in establishing an onshore hedge fund to integrate with their existing Cayman Islands-based offshore fund that invests in small cap companies in Brazil and other Latin American markets. Our work also involves converting the entire fund into a master feeder structure.
Ongoing
Irish Hedge Fund - CDO Offerings
Representation of an Irish hedge fund in offerings of collateralized debt obligation in the U.S. and abroad.
Irish Hedge Fund - CDO Offerings
Representation of an Irish hedge fund in offerings of collateralized debt obligation in the U.S. and abroad.
2008
Multi-Service Financial Institution - Regulatory and Securities Law Advice
Counsel to the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
Multi-Service Financial Institution - Regulatory and Securities Law Advice
Counsel to the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
2008
Hildene Capital Management - Master Feeder Fund Formation
Representation of Hildene Capital Management, a private equity fund, in drafting formation documents for onshore and offshore feeder funds as part of a master feeder fund structure for the company. This is a structured finance, credit and special situations fund formed to invest in structured finance securities, direct structured lending, bank debt, high-yield bonds and special situation equity securities of various companies, primarily focusing on small-cap companies (essentially an ABS fund formed to capitalize on opportunities in the current ABS market). We also helped structure the management company and implement employee compensation arrangements.
Hildene Capital Management - Master Feeder Fund Formation
Representation of Hildene Capital Management, a private equity fund, in drafting formation documents for onshore and offshore feeder funds as part of a master feeder fund structure for the company. This is a structured finance, credit and special situations fund formed to invest in structured finance securities, direct structured lending, bank debt, high-yield bonds and special situation equity securities of various companies, primarily focusing on small-cap companies (essentially an ABS fund formed to capitalize on opportunities in the current ABS market). We also helped structure the management company and implement employee compensation arrangements.
2007
ABD Capital Management - Domestic Fund Restructuring
Representation of a hedge fund in the restructuring of a domestic fund that trades in natural gas futures, weather derivatives and other energy-related commodities. In addition to the fund documents, we advised the manager on amending his commodity pool operator registration exemption with the CFTC and the requalification of the fund's existing investors under the new exemption.
ABD Capital Management - Domestic Fund Restructuring
Representation of a hedge fund in the restructuring of a domestic fund that trades in natural gas futures, weather derivatives and other energy-related commodities. In addition to the fund documents, we advised the manager on amending his commodity pool operator registration exemption with the CFTC and the requalification of the fund's existing investors under the new exemption.
2007
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
2007
Hedge Fund - Music Acquisition Financing
Representation of a Connecticut-based hedge fund and a Wall Street investment bank in connection with their joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.
Hedge Fund - Music Acquisition Financing
Representation of a Connecticut-based hedge fund and a Wall Street investment bank in connection with their joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.
2007
R6 Capital Management - PIK Loan
Representation of R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.
R6 Capital Management - PIK Loan
Representation of R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.
2006
Mezzanine Lenders - $25 Million Facility
Representation of a pair of mezzanine lenders in a $25.0 million secured agented mezzanine facility to a Texas developer. Proceeds of loans were applied to acquire and develop land in Horseshoe Bay, Lano, and Burnet, Texas.
Mezzanine Lenders - $25 Million Facility
Representation of a pair of mezzanine lenders in a $25.0 million secured agented mezzanine facility to a Texas developer. Proceeds of loans were applied to acquire and develop land in Horseshoe Bay, Lano, and Burnet, Texas.
2005
Private Equity Fund - Hedge Fund Loan
Representation of a private equity fund in making a loan to a hedge fund for liquidity purposes, secured by the hedge fund’s securities portfolio.
Private Equity Fund - Hedge Fund Loan
Representation of a private equity fund in making a loan to a hedge fund for liquidity purposes, secured by the hedge fund’s securities portfolio.
2005
Hedge Fund - Distressed CDO Acquisition
Representation of a hedge fund in its accumulation of a controlling position in the securities of a financially stressed CDO, and in the subsequent liquidation of the CDO.
Hedge Fund - Distressed CDO Acquisition
Representation of a hedge fund in its accumulation of a controlling position in the securities of a financially stressed CDO, and in the subsequent liquidation of the CDO.
2005
Major Hedge Fund - Internet Investments
Representation of a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.
Major Hedge Fund - Internet Investments
Representation of a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.
2005
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
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