Alternative Investment SECURITIES

Sophisticated, multifaceted legal advice for every stage of the investment management life cycle.


Today’s alternative investment managers face an increasingly complex constellation of legal, financial, tax and regulatory challenges as they raise and deploy capital. Drawing on a multidisciplinary lineup of experienced lawyers—including more than 100 who have served in senior government roles—we deliver incisive legal advice targeted to each stage of the investment management life cycle. We advise fund clients on all aspects of the formation and structuring of investment vehicles and their day-to-day operation; assist them in the execution of complex investment strategies and financing transactions across jurisdictions; and provide them with unmatched trading regulation and compliance advice. When enforcement actions, investigations and litigation matters arise, our clients rely on the sophistication and experience of our market-leading securities litigation and enforcement practice. Our expertise across the full range of asset management issues enables us to anticipate obstacles and manage regulatory risk, freeing our clients to focus on meeting their funds’ objectives.

McLucas, William R.

William R. McLucas

Chair, Securities Department

+1 202 663 6622 (t)

william.mclucas@wilmerhale.com

Architzel, Paul M.

Paul M. Architzel

Partner

+1 202 663 6240 (t)

paul.architzel@wilmerhale.com

Boot, Jeannette K.

Jeannette K. Boot

Partner

+1 212 295 6507 (t)

jeannette.boot@wilmerhale.com

Martin, Lori A.

Lori A. Martin

Partner

+1 212 295 6412 (t)

lori.martin@wilmerhale.com

Pierce, Leonard A.

Leonard A. Pierce

Partner

+1 617 526 6440 (t)

leonard.pierce@wilmerhale.com

Silva, Timothy F.

Timothy F. Silva

Partner

+1 617 526 6502 (t)

timothy.silva@wilmerhale.com

Wu, Dino

Dino Wu

Partner

+1 212 295 6436 (t)

dino.wu@wilmerhale.com

Faust, John M.

John M. Faust

Special Counsel

+1 202 663 6105 (t)

john.faust@wilmerhale.com

Guadiana_Ellie_lo.jpg

Ellie Guadiana

Senior Associate

+1 213 443 5341 (t)

ellie.guadiana@wilmerhale.com

Experience

WilmerHale’s alternative investment practice has six decades of experience serving alternative asset managers, and has been at the forefront of many of the major developments that have shaped the industry during that period. Our clients range from some of the largest global hedge fund managers to emerging managers with the potential for growth. Our client list includes approximately half of the 25 largest hedge funds as ranked by Hedge Fund Alert. We have extensive experience representing asset management firms, commodity pools, venture capital firms, private equity firms, real estate firms, broker-dealers, sovereign wealth funds and fund sponsors associated with large, multi-line financial services firms.

We offer unparalleled advice across the full range of substantive legal issues that can arise throughout the investment management life cycle:

Fund Formation and Structuring

We advise private fund managers of all types—hedge, venture, buyout and fund-of-funds—on a wide range of issues related to the formation and structuring of investment vehicles:

  • Hedge, venture, private equity, credit, commodity and real estate funds
  • Master-feeder, side-by-side, class, fund-of-funds and umbrella fund structures
  • Tax advice and analysis (partnership, corporate and international) 
  • Investment Company Act of 1940 registrations and exemptions 
  • ERISA 
  • Seed capital arrangements 
  • Side letters 
  • Negotiation of prime brokerage, futures, derivatives and other trading agreements

Management Companies

We advise fund principals and their management companies on various structuring and planning matters:

  • Management group structuring
  • SEC registration and exemption compliance
  • Compensation, tax planning and employment agreements, as well as vesting and other arrangements
  • Strategic transactions, including sales, acquisitions, restructurings and spin-offs, minority strategic buy-ins and exit strategies

Regulation and Compliance

Our leading regulatory capabilities enable us to assist alternative investment clients across a comprehensive range of regulatory disciplines, including:

  • Trading regulation and compliance
  • Futures and derivatives trading regulation, compliance and enforcement
  • Registration of investment advisers
  • Antitrust and CFIUS
  • FCPA compliance advice and investigations
  • FCA (UK) and EU regulatory compliance
  • Policy analysis and advocacy
  • Insider trading prevention (training and advice on trades, policies and procedures)
  • Anti–money laundering
  • Soft dollar use and best execution practices
  • CFTC and SEC rulemaking
  • Regulatory guidance on investments in specialized industries, including energy and cleantech, defense and telecommunications

Transactions, Investments and Custom Products

We have extensive experience representing clients in a range of complex transactions, including the following:

  • Acquisition and financing of investments, including debt, equity and esoteric products
  • Structured finance products, including derivatives and swaps, CLOs, CDOs, and other complex financial instruments
  • Private equity and venture capital investments
  • Tax-efficient cross-border investments, PFICs, tax credits, hybrid entities and instruments
  • Creditor and debtor representation
  • Negotiation of prime brokerage, securities lending, repo, futures, derivatives (cleared and uncleared) and other trading agreements

Distressed Debt and Restructuring

We have advised many funds in connection with making, enforcing and restructuring distressed investments and negotiating with distressed counterparties. Our guidance has spanned a range of issues, including:

  • Originating and purchasing distressed debt positions
  • Out-of-court workouts and restructurings regarding the funds’ distressed positions
  • Enforcing and restructuring the funds’ distressed investments in Chapter 11 cases and bank receiverships
  • Purchasing distressed assets and making new investments in entities emerging from bankruptcy
  • Pending litigation affecting funds’ investments and investment opportunities
  • Counterparty insolvency risk with brokers and custodians
  • Fund investor issues related to distressed fund positions

We have also litigated in bankruptcy and other courts across the country, at both the trial and appellate levels, for a number of purposes:

  • Enforcing funds’ debt investments against borrowers
  • Protecting funds’ debt positions against disallowance, subordination and similar claims
  • Defending funds against fraudulent transfer and similar claims
  • Defending funds against investor claims related to distressed investments and counterparties

Litigation and Enforcement

Our industry-leading litigation and enforcement lawyers represent clients in litigation and proceedings ranging from informal inquiries and formal investigations to administrative and judicial enforcement actions, including:

  • The full range of proceedings initiated by the SEC, CFTC, DOJ, FINRA, NFA, the Financial Conduct Authority of the UK, Congress, state securities regulators and attorneys general, state insurance regulators, and other governmental agencies, as well as exchanges and other self-regulatory organizations
  • Responses to litigation issues at the portfolio company level 
  • Insider trading matters
  • Litigation relating to fund issues such as waterfall provisions, investment restrictions, distribution clawbacks, implementation of gates, suspension of redemptions and valuation 
  • Representation of independent directors in actions or threatened actions by investors 
  • Regulatory investigations and litigation resulting from subprime mortgage investments

International

We represent foreign-managed funds, US-based funds with foreign operations or foreign investment strategies, and emerging market funds in a range of matters, including:

  • Structuring foreign investments 
  • Restructuring foreign management companies 
  • Establishing foreign and offshore domiciled investment vehicles 
  • Advising on foreign regulatory regimes and securities laws 
  • Advising on cross-border futures access and registration regimes 
  • Listings on international exchanges

Publications & News

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August 2, 2017

Gretchen Passe Roin Honored as a Law360 Asset Management Rising Star

Law360's annual Rising Stars contest recognizes talented attorneys under the age of 40 based on career accomplishments in their respective practice areas.

April 2, 2014

Best Lawyers Recognizes WilmerHale Women Lawyers

For the past twenty years, Best Lawyers has published the special edition of “The Best Lawyers in America,” the nation’s oldest peer-reviewed lawyer publication.

August 6, 2013

The Hedge Fund Law Report Covers WilmerHale, Deloitte Webinar “Valuation Issues, SEC Examinations & Enforcement Actions”

On June 19, 2013, WilmerHale and Deloitte hosted a webinar entitled “Valuation Issues, SEC Examinations & Enforcement Actions.”

March 19, 2013

SEC Sanctions Finder as Unregistered Broker, Fund Manager for Aiding and Abetting

In events that will be of interest to many private investment fund managers and sponsors, the Securities and Exchange Commission (SEC) has settled an action against a consultant for acting as an unregistered broker in connection with soliciting sales of private investment funds. The SEC entered similar settlements with the fund manager and one of its principals.

June 12, 2012

WilmerHale Expands Securities Practice with Leading Hedge Fund Lawyer in New York

WilmerHale is pleased to announce the arrival of Drew G.L. Chapman, who joins the firm’s New York office as a partner in the Securities Department and Investment Management Group and head of the Alternative Investment practice. Chapman expands the firm’s footprint with financial services clients through his in-depth experience in private fund formation and transactional work.