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In addition to securities law compliance in connection with private placements and similar transactions, KMO's securities practice serves a wide variety of hedge fund managers (including managers of U.S. and offshore funds, fund-of-funds, and funds established with a master-feeder or side-by-side structure), investment advisers and broker-dealers.
Illustrative recent matters specific to hedge fund, investment adviser and broker-dealer clients include:
- Comprehensive representation of hedge fund managers, including advising on fund structure; drafting private placement memoranda, limited partnership agreements, limited liability company operating agreements, subscription agreements and investor suitability questionnaires; preparing and submitting "blue sky" filings; and reviewing and commenting upon Memorandum and Articles of Association and administrative services agreements.
- Representing an offshore hedge fund in connection with its listing on the Irish Stock Exchange.
- Representing a broker-dealer in the negotiation and drafting of a Private Placement Selling Agreement in connection with the broker-dealer's role as lead equity private placement selling agent.
- Representing SEC-registered investment advisers in the preparation of investment management agreements for both ERISA and non-ERISA accounts.
- Representing hedge fund managers in connection with the preparation of consultant agreements and solicitor agreements.
- Monitoring SEC and NASD proposed and adopted rules applicable to investment advisers and broker-dealers and preparing legal memoranda advising clients about such rules.
- Preparing SEC Form 13F filings on behalf of investment managers.
- Preparing SEC Schedule 13G filings on behalf of investment managers.
- Assisting investment advisers with the preparation of Form ADV and the formulation of policies and procedures compliant with the Investment Advisers Act of 1940.
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