Regulatory and Securities Law Advice

Advised the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.

Gama Partners – Domestic Hedge Fund

Represented Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.

Discovery Capital Management – Fund Restructuring

Completed the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.

Stillwater Capital Partners – Acquisition of Assets by Public Shell

Represented Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares. The transaction involved the purchase of insurance companies to which Gerova intends to contribute the funds' relatively illiquid assets to the insurance companies to serve as regulatory capital upon which additional reinsurance policies could be written to generate premium income for additional investments and maintenance of existing assets. It also involved extensive securities law, tax and accounting issues.

Broadway Gate – Merger

Represented Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.

Hedge Fund – Reverse Merger into Public Shell

Represented domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.

Hedge Fund Manager – Domestic Fund

Represented a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.

Global Hedge Company – Exchange

Represented a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.

Wolf Asset Management International – Customized Funds

Represented Wolf Asset Management in completing a customized fund of funds managed account platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds. Liquidity and performance are tracked separately for each feeder fund portfolio via separately issued tracking shares by the master fund. This is a novel structure and is relevant to many funds of funds looking for managed account platform options. Many other clients and prospects have expressed interest in employing similar structures.

Hedge Fund – SEC Investigation

Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.

Fund Bridge Loans

Formation of a special purpose fund to make bridge and other loans primarily secured by real estate assets.

Fund Formation and Capitalization

Represented a New York City area fund with a primary focus on short-term senior real estate mortgage loans in its formation and initial capitalization.

Fund Formation and Capital Raise

Represented a private equity fund in all aspects of the formation of the initial and successor fund, and in capital raising and operations, including development of tax-advantaged investment structures, financing of general partner commitments, acquisitions of residential mortgage portfolios, and financing of investments and co-investment arrangements.

Pirate Capital – Proxy Contest

Represented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.

R6 Capital Management – PIK Loan

Represented R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.

Major Hedge Fund – Internet Investments

Represented a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.

Fund of Funds Acquisition

Represented the manager of a multi-billion dollar hedge fund in the acquisition of Fairfield Greenwich Funds and in various debt transactions and regulatory matters.

Multinational Insurance and Reinsurance Company – Capital Markets and Regulatory Advice

Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.

Private Equity Fund – Clean Technology

Represented principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.

Edison Tax Services – Acquisition Platform Structure and Joint Ventures

Represented Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.

Hildene Capital Management—Fund Formation

Represented Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.

Concise Capital Management, LP – Fund Restructuring

Represented an SEC-registered investment adviser in the restructuring of its Cayman Islands master-feeder fund complex to reflect the addition of new share classes and changes to fee terms.

Khrom Capital Management – Fund Restructuring

Represented Khrom Capital Management in negotiating a seed investment by a large university endowment, restructuring terms of the existing fund vehicle to accommodate the seed investor, and converting the fund into a master-feeder structure.

New York-based Investment Manager – Argentine Joint Venture

Represented a New York-based investment manager in a joint venture with an Argentine investment advisor in establishing a private investment fund investing in Argentine public equities, debt, private equity and real estate. The initial closing will be approximately $40M in investments with the fund ultimately targeting $300M in investments.

Appellate Victory Dismissing Former Employer’s Claims against Asset Management Executive

Herrick secured a complete appellate victory in its defense of a hedge fund industry veteran against claims asserted by an asset management firm, where the client had formerly been employed as joint CEO. In its ruling, the Appellate Division, First Department unanimously reversed, with costs, the trial court’s order denying our motion to dismiss the complaint. In its opinion, the appellate court agreed that the plaintiff’s breach of contract, promissory estoppel and unjust enrichment claims, arising from an alleged oral agreement, were time-barred.

Private Equity – Venture Capital Fund

Represented a private equity firm in establishing a semi-independent venture capital fund platform, including the negotiation of the terms of the venture capital fund platform documents and related compensation and governance issues.

Standard Partners Management LLC – Hedge Fund Formation

Represented Standard Partners Management in the formation of a domestic hedge fund that will invest in undervalued situations across a broad range of asset classes, industries and markets by utilizing its own proprietary fundamental research, sourcing and diligence methodologies.

Bienville Capital Management – Private Equity Fund Endowment

Represented Bienville Capital Management in the negotiation of a $75 million anchor investment into its Argentina private equity fund by a university endowment and the related restructuring of the fund.

Victor Chu & Co. – NYS Energy Efficiency Fund

Represented Victor Chu & Co and its affiliates, in an investment in and management of New York Energy Efficiency Investments, LLC, a fund formed to finance and implement projects meeting the criteria of New York State's energy efficiency program.

Fund Manager – JOBS Act

Represented a fund manager in connection with JOBS Act advice, including new private placement rules.

Davidoff Capital, LLC – Domestic Fund

Represented an investment advisor in the formation of a master-feeder hedge fund structure with a global investment strategy.

Soho Arts Inc. – Art Investment Company

Formation of Soho Arts Partners, a series LLC, its managing member and its investment manager, in connection with several art acquisitions and investments.

Dryden Capital – Offshore Fund

Represented a master-feeder hedge fund which invests opportunistically in a long-short balanced portfolio consisting primarily of U.S. equity securities.

Plainfield Asset Management – Hawkeye Renewables

Represented Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.

Elanus Capital Management, LLC – Series Hondius

Represented Elanus Capital Management, LLC in the formation of Series Hondius, a series of Elanus Capital Investments, LLC, that was formed to acquire $10 million of Credit-Linked Floating Rate Notes issued by a large financial institution.

Bienville Capital Management, LLC – Bienville Capital Partners Offshore, Ltd.

Represented Bienville Capital Management in the formation of Bienville Capital Partners Offshore, Ltd., a Cayman Islands exempted company, which invests in a portfolio of hedge funds managed by third-party managers. Through a tactical overlay strategy, the Fund may also invest up to 25% of its assets in direct investments.

Offshore Investment Fund – Joint Venture

Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.