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Morgan Lewis Hedge Fund University

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Welcome to Morgan Lewis Hedge Fund University™ — a library of hedge fund events, articles, and other resources produced by the attorneys in our Hedge Fund Practice. We encourage you to visit this site frequently for timely updates.

With more than 120 lawyers in our hedge fund team, Morgan Lewis has one of the largest international hedge fund practices, representing a wide range of hedge fund managers and institutional investors. Our success is due to the skills, experience, and strong client relationships maintained by our hedge fund lawyers and the insights we glean from working closely with hedge fund managers and investors.  In particular, we draw upon our firm's deep bench of talent in the areas of fund formation, tax, regulatory, futures and derivatives, lending, corporate and securities law.

Our hedge fund lawyers are familiar with the legal issues facing hedge funds, their managers and investors and are located throughout the United States, Europe and Asia.  We represent all types of domestic and off-shore hedge funds, across a broad range of investment and financing strategies, including customized and captive funds, crossover funds, hybrid hedge/private equity funds and funds of funds, as well as many of the largest and most active institutional investors.

Our lawyers serve more than 750 global hedge fund managers, broker dealers and other asset managers, many of which manage assets greater than $10 billion, including six of the world's ten largest hedge fund managers (based on assets under management) and more than 50 institutional investors, in connection with their fund structuring and formation, managed account and seeding programs, securities and regulatory advice, and investment programs.

We advise on all major issues managers face at every stage of their development including those relating to start-ups, spin-outs, mergers and acquisitions, employment, immigration and intellectual property and advise our clients in virtually every major global tax jurisdiction.

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LawFlashes/Articles

AIFMD: Renewed Focus on Its Impact on Non-EU Managers of Private Funds (07/22/2014)
Although AIFMD took effect in key EU member states in 2013, in practice, its one-year grace period largely gave managers of alternative investment funds an opportunity to postpone compliance until 22 July 2014.
Challenges in Requiring High-Frequency Traders to Register as Dealers (06/10/2014)
SEC Chair Mary Jo White outlined a broad market structure proposal that would require high-frequency traders to register with the SEC as dealers and that could signal the end of the dealer-trader distinction.
Federal Reserve Revisits FHC Commodities and Merchant Banking Activities (01/17/2014)
New advanced notice of proposed rulemaking requests public comments on physical commodities activities and merchant banking investments of financial holding companies.
Community Bank TruPS CDOs Exempted from the Volcker Rule (01/16/2014)
Interim final rule exempts collateralized debt obligation vehicles that hold qualifying community bank trust preferred securities from the private fund sponsorship and investment prohibitions.
AIFMD’s Impact on Non-EU Managers of Non-EU Alternative Investment Funds (07/24/2013)
With AIFMD taking effect, non-EU alternative investment fund managers should be aware of a new regime governing their marketing of such funds into the EU—the AIFMD's private placement overlay.
ESMA Approves Cooperation Arrangements for Alternative Funds (05/31/2013)
Arrangements allow EU securities regulators to supervise non-EU alternative fund managers and thereby allow such managers access to the EU.
SEC Warns About Exemptive Order Compliance (05/17/2013)
Division of Investment Management's guidance reminds firms to comply with conditions and representations in exemptive orders and notes that consequences for noncompliance may be "severe."
Implementing Measures of European Market Infrastructure Regulation Take Effect (04/29/2013)
New clearing, risk mitigation, and reporting obligations imposed on certain derivative contracts.
Tax Measures in 2013 UK Budget (03/21/2013)
UK government supports businesses, focusing on the UK's competitiveness while clamping down on tax avoidance and evasion.
FERC Lacks Authority Over Commodity Futures Contracts (03/19/2013)
The D.C. Circuit clarifies that FERC may prohibit manipulative trading only in markets outside of the CFTC's exclusive jurisdiction over commodity futures contracts.
UK Financial Services Authority Sets Precedent Under New Penalty Policy (03/19/2013)
FSA's methodology for calculating financial penalties is expected to lead to significantly higher fines than in the past.
CFTC Provides Family Offices with Certainty and Fund of Fund’s with a Temporary Reprieve, BNA's Securities Regulation & Law Report (02/11/2013)

A detailed explanation of the Commodity Futures Trading Commission's (CFTC's) Division of Swap Dealer and Intermediary Oversight's (DSIO) no-action letters providing relief from Commodity Pool Operator (CPO) registration for family offices and fund of funds operators.

Select SEC and FINRA Cases and Developments: 2012 Year in Review (02/07/2013)
In 2012, the SEC and FINRA continued their vigorous enforcement of the securities laws, rules, and regulations—with cases against broker-dealers, investment advisers, and investment companies accounting for 38% of the SEC enforcement docket and FINRA bringing a record number of enforcement actions against its member firms and associated persons.
European Commission Publishes AIFMD, Level 2, Implementing Regulation (12/26/2012)
Adoption of the regulation accelerates implementation of the Alternative Investment Fund Managers Directive throughout the EU.
CFTC Staff No-Action Relief for Family Offices and Fund of Funds Operators (12/05/2012)

Claims for relief from CPO registration by qualifying family offices and fund of funds operators must be filed by December 31.

Private Equity Fund Is Not a “Trade or Business” Under ERISA (11/28/2012)

District court decision refutes 2007 Pension Benefit Guaranty Corporation opinion letter and could provide potential clarity to private equity firms and private equity funds in determining how to structure their investments.

Compilation of SEC Staff Guidance on Securities Lending (11/26/2012)
Division of Investment Management's guidance on securities lending by open-end and closed-end investment companies provides a reminder of legal obligations in lending programs.
Temporary Relief for Swap Data Reporting Requirements (11/21/2012)

CFTC issues no-action letter establishing uniform compliance dates and temporary relief for reporting of swap transaction data for swap dealers.

Treasury Issues Final Determination on Foreign Exchange Swaps and Forwards (11/20/2012)
Foreign exchange swaps and foreign exchange forwards are exempted from the definition of "swap" under the Commodity Exchange Act.
Revisions to FATCA Implementation (10/26/2012)
IRS announces certain new time lines for implementation and further interpretive guidance.
Temporary Relief from Registration for Swaps Intermediaries (10/15/2012)
CFTC issues no-action letters providing temporary relief from registration, from the swap dealer associated persons statutory disqualification prohibition, and from including certain swaps in the de minimis exception threshold.
NFA Proposes New Swap Entity Identification Requirement and Waives Series 3 Exam for APs Engaged Only in Swap Activity (08/28/2012)
National Futures Association proposes amendments to its bylaws and registration rules.
DOL Revises Guidance on Open Brokerage Windows (08/01/2012)
Modified Field Assistance Bulletin eliminates rule calling for fund disclosures of investments available through brokerage windows and other similar arrangements.
Qualified Default Investment Alternative Safe Harbor Upheld (07/27/2012)
Sixth Circuit finds that plan fiduciaries did not breach their duties when participants' investments were transferred to the plan's default fund without their explicit consent.
EU ESMA Proposes Remuneration Guidelines (07/23/2012)
Proposed guidelines set out policies and practices to be used by alternative investment fund managers in designing compensation plans for certain senior staff.
CFTC Finalizes Commercial End-User Exception (07/20/2012)
Final rules relating to the commercial end-user exception to the clearing requirements of the Dodd-Frank Act clarify who can take advantage of the exception and the requirements for doing so.
Proposed Restrictions on Fund Offers to Swiss Residents (05/29/2012)
The Swiss private offering rules may soon require foreign funds to appoint Swiss distributors in order to sell fund interests to Swiss investors.
Update on Amendments to the EU Prospectus Directive (04/13/2012)

Long-awaited amendments to the EU regime governing public offers of securities take effect on 1 July 2012.

2011 Year in Review: Selected Federal Securities Litigation Developments (02/13/2012)
In 2011, the Supreme Court and the federal circuit courts issued a number of important decisions concerning securities fraud class actions. These decisions address pleading standards, statutes of limitations defenses, class certification, and a number of other critical topics.
Part I: Update on CFTC Rules 4.5 and 4.13 for Registered Investment Companies and Hedge Funds (02/10/2012)
Investment advisers operating registered investment companies and private funds that conduct more than a de minimis amount of speculative trading in futures, commodity options, and other commodity interests will no longer be exempt from registering with the CFTC as CPOs.
Part II: Proposal to Harmonize CFTC and SEC Requirements for Registered Investment Companies as Commodity Pools (02/10/2012)
CFTC requests comments on proposed rules intended to harmonize certain CFTC and SEC disclosure, reporting, and recordkeeping requirements in an effort to mitigate the burden on registered investment companies required to comply with the two separate compliance regimes.

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