By a 3-2 party-line vote, on Aug. 23, 2023, the Securities and Exchange Commission adopted some of the most significant new rules under the Investment Advisers Act of 1940, as amended, since the elimination of the old “15 or fewer” exemption that most private fund advisers had relied upon prior to the 2010 enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  

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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of…

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of 1940, fund independent directors, unregistered investment companies, federally registered and state registered investment advisers, broker-dealers, and an array of public and private companies. He represents clients in all aspects of investment company practice, including organizing and forming new funds, registering investment companies with the SEC, the acquisition and merger of funds, and advising clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance.

Photo of Rachel B. Cohen-Deaño Rachel B. Cohen-Deaño

Rachel Cohen-Deaño focuses her practice on forming private equity, distressed debt, venture capital and special strategy investment funds, and structuring and negotiating complex corporate transactions. In addition, she represents a broad range of clients in connection with investments in private funds. Rachel also…

Rachel Cohen-Deaño focuses her practice on forming private equity, distressed debt, venture capital and special strategy investment funds, and structuring and negotiating complex corporate transactions. In addition, she represents a broad range of clients in connection with investments in private funds. Rachel also has experience advising clients on mergers and acquisitions and general corporate matters.

Cynthia A. Marian

Cynthia A. Marian advises private equity fund sponsors, hedge fund managers, large and complex asset managers, and many smaller and start-up alternative investment advisers on the suite of corporate, tax, regulatory compliance, and operational matters germane to their investment management businesses, including a

Cynthia A. Marian advises private equity fund sponsors, hedge fund managers, large and complex asset managers, and many smaller and start-up alternative investment advisers on the suite of corporate, tax, regulatory compliance, and operational matters germane to their investment management businesses, including a wide variety of issues arising from the activities of the private investment funds and accounts that they manage, invest in, or both. Cynthia focuses on the structuring, formation, offering of interests in, and ongoing operations of, private funds and other special purpose and alternative investment vehicles globally. She also represents institutional investors making investments in private funds, including in the negotiation of seed deals, side letters, and co-investments.

Cynthia has a broad corporate background, having represented clients on an array of fund formation, transactional, regulatory compliance, and tax matters over the course of her career, including those arising in the contexts of: minority and growth equity investments, co-investments, joint ventures, public and private mergers and acquisitions, divestitures, private equity fund secondary transactions, SEC and NFA examinations, and general corporate governance and organizational matters. Frequently invited to speak at investment management industry conferences and symposia, Cynthia is sought after for her commercial approach and her experience with a range of issues that present themselves during the life cycle of a private fund manager.

Before returning to private practice, Cynthia held successive in-house General Counsel and Chief Compliance Officer positions with private equity and hedge fund managers. Her responsibilities included establishing new fund vehicles, managed accounts, and bespoke investment products; negotiating side letters and seed transaction documents with strategic investors; advising on marketing materials and placement agent relationships; counseling on management company-level business and human resources matters; creating and implementing compliance policies and procedures; and managing SEC, CFTC, and NFA registrations and examinations as well as day-to-day operational compliance with regulations imposed by domestic and international regulators. Cynthia also previously counseled several investment management firms, the founders thereof, and other entrepreneurs, as an “outsourced general counsel” and senior compliance advisor. She has co-taught an undergraduate seminar on hedge fund management and has been a guest lecturer on investment management regulations and compliance at multiple New York-area law schools.

The attorney is providing legal services through and affiliated with Greenberg Traurig, LLP, a New York Limited Liability Partnership. Results may vary depending on your particular facts and circumstances.

Photo of Emily Stephens Emily Stephens

Emily Stephens concentrates her practice on fund formation and investment management. She has a deep institutional knowledge of virtually all aspects of the investment management business from serving for 14 years at Oaktree Capital Management, L.P., a leading global alternative investment management firm…

Emily Stephens concentrates her practice on fund formation and investment management. She has a deep institutional knowledge of virtually all aspects of the investment management business from serving for 14 years at Oaktree Capital Management, L.P., a leading global alternative investment management firm, both as a lawyer and as a member of Oaktree’s distressed debt investment team. She regularly advises both established and first-time managers with private equity, credit, venture/growth, real estate and oil and gas/energy transition funds, as well as carry and equity arrangements, governance, and subscription or other fund-level credit facilities. Given the breadth of her transactional experience from her time as an investor, including serving on over 10 public and private boards, she also often assists her fund clients with their investments, including private credit issuances, seed equity transactions, M&A and restructurings.

Photo of Jonathan Van Duren ˘ Jonathan Van Duren ˘

Jonathan Van Duren ˘ is a Corporate Practice Law Clerk/JD based in Greenberg Traurig’s Chicago office.

˘ Admitted in Massachusetts and Missouri. Not admitted in Illinois.

Photo of David E. Beale David E. Beale

David Beale is a member of the Corporate Practice in Greenberg Traurig’s Chicago office. David concentrates his practice on fund formation and investment management. His experience includes preparation and review of private fund offering documents and related governmental filings, as well as researching…

David Beale is a member of the Corporate Practice in Greenberg Traurig’s Chicago office. David concentrates his practice on fund formation and investment management. His experience includes preparation and review of private fund offering documents and related governmental filings, as well as researching regulatory matters under the Investment Adviser/Company Acts of 1940.

In addition, David has government and private sector experience. While in law school, David interned with the U.S. Securities & Exchange Commission in the Divisions of Investment Management, Examinations, and Enforcement. And before law school, he worked at TD Ameritrade, where he obtained Series 7 & 63 securities licenses.