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.

On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit unanimously vacated a rule the Securities and Exchange Commission (SEC) enacted in August 2023 that was intended to protect investors who invest in certain private funds and prevent fraud by the investment advisers to Private Funds.
Continue Reading U.S. Appeals Court Vacates SEC Private Fund Adviser Rule

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

Continue Reading Private Fund Adviser Rulemaking