Our registered funds practice has a command of the issues when helping closed-end funds and their sponsors, investment advisers, and directors to overcome obstacles and achieve their business objectives. We represent an expansive range of listed and unlisted closed-end, interval and tender offer, limited and target term, and funds-of-funds, and serve as trusted director counsel to development companies.
Our global, full-service platform allows our team to provide elite legal services, wherever and whenever our clients need us. We tailor our counsel to the unique needs of each client—including in the development of new and innovative products amid fast-changing regulatory guidance and market practices.
COMPREHENSIVE SOLUTIONS
Our legal services encompass all aspects of closed-end fund operations, including:
- Fund formation
- IPOs
- Listings on national stock exchanges
- Fund governance
- Compliance and operational matters
- Disclosure requirements
- Structural leverage
- Credit facilities
|
- Proxy solicitations and contests
- SEC staff comments
- Tender offer and interval fund filings
- Shelf, rights, ATM, preferred share, and continuous offerings
- Distribution plans
- Marketing materials
- Investor relations
- Beneficial ownership reporting
|
We have an extensive background addressing market discounts—including through the implementation of managed distribution plans and periodic tender offers—and protecting against proxy contests and related litigation with activist investors, including through negotiations with activist investors during tender offers and liquidity events.
Our lawyers also advise investment advisers and directors on governance matters, board and committee materials, and the documentation of board and committee meetings, and attend board and committee meetings to ensure governance controls comply with US federal and applicable state requirements.
In addition, our team advises on regulatory and transactional issues such as SEC examinations and compliance concerns, including for the valuation of portfolio securities, portfolio securities–related transactions, and trade errors. We also serve as counsel to closed-end funds in the negotiation of fund reorganizations or broader merger and acquisition transactions involving financial services companies.
REGULATORY COMPLIANCE
The closed-end fund space is rife with regulatory landmines and foot-faults that require experienced shepherding. We help our clients navigate this complex regulatory terrain—regardless of which direction regulatory enforcement winds may be blowing at any given time. Clients benefit from our longstanding and trusted relationships with SEC staff and other regulators—providing us with ready access to senior regulatory personnel when needed. We approach fund operations with commercial realities in mind, offering flexible, actionable counsel that balances compliance imperatives with practical business needs.
INNOVATIVE SOLUTIONS
The asset management industry is innovating at an unprecedented pace. We pride ourselves on our ability to deliver innovative solutions targeted to our clients’ needs. Our lawyers work with every asset class, including listed stocks, fixed-income securities (including municipal securities, bank loans, and insurance-linked securities), and private assets such as private equity, private credit, and hedge funds. We also advise on innovative product and fund-of-fund structures, including in the quickly growing space of registered closed-end funds offering indirect access to alternative strategies to retail clients.
TAX
Being able to call on deeply knowledgeable, commercially minded tax counsel is essential to the success of any closed-end fund manager. Our firm offers an accomplished tax practice that advises closed-end funds on the full range of tax issues—including for transactions, distributions, compliance, and dispute resolution. We provide counsel on a broad spectrum of US, federal, state, and local tax issues, as well as on non-US tax matters. We distill complex tax issues into clear guidance for our clients—allowing them to focus on the key elements to make informed decisions.
