Hedge Funds - General Counsel
Representation of institutional hedge funds, fund of funds and separate account investment managers as outside general counsel, including Stillwater Capital Partners, Wolf Asset Management International, Victoire Finance Capital, Karpus Investment Management, PCE Investors (U.S. matters), Discovery Capital Management, Hildene Capital Management, Wolf Asset Management International, Witter Partners, FIS Group and others. We advise and consult on a wide variety of corporate, regulatory and transactional matters in connection with the ongoing operation of their investment management business.
Global Hedge Company - Exchange
Representation of a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
Chiral Advisors, LLC—Hedge Fund
Representation of Chiral Advisors, LLC in setting up a new domestic hedge fund that will engage primarily in a long/short equity and special situations-oriented investment strategy.
2011 - Ongoing
Discovery Capital Management—Series D Master Feeder Fund
Representation of Discovery Capital Management in revising its existing multi-manager fund documents to incorporate a new Series D onshore/offshore master feeder fund focused on a more aggressive and opportunistic investment strategy than their existing Series A Fund. We also made several additional updates and modifications to their fund documents and advised on related regulatory issues.
Elanus Capital Management, LLC - Global Managed Account Platform
Representation of Elanus Capital Management, LLC in establishing an onshore/offshore multi series and segregated portfolio company structure to permit customized portfolios for institutional investors seeking to invest in credit linked notes and other asset backed securities issued by various European banks for capital relief purposes. We also helped Elanus negotiate certain seed investor transactions.
Victoire Finance Capital - Domestic Feeder Fund
Representation of Victoire Finance Capital in forming a domestic feeder fund, Victoire Finance & Gestion Onshore LP, which will pursue a long/short investment strategy and slot into their existing offshore fund structure. This fund was formed as a roll up of a separately managed account.
KCPS & Company - Regulatory Advice
Representation of KCPS & Company, a global investment management firm, and its affiliates in registering with the SEC as an investment adviser and related advice on the exempt status of various affiliates.
Fund of Funds Manager - Fund Updating
Representation of Fund of Funds Manager in updating fund documents for a family of funds of funds to reflect recent legal developments as well as modified fee terms and other updates. We also assisted in ongoing blue sky and compliance matters.
Hildene Capital Management—Fund Formation
Representation of 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.
Xiling Group - Art Investment Fund
Representation of Xiling Group in forming a new art investment fund focusing on culturally and aesthetically important Chinese art. The fund was structured as a private equity fund with certain special features to accommodate its unique investment strategy.
Representation of a hedge fund in connection with the restructuring of its debt and equity investments in a manufacturer of intimate apparel and sleepwear.
Hedge Fund—Biofuels Manufacturer
Representation of a hedge fund in connection with its debt and equity investments in a biofuels manufacturer based in Latin America.
Hedge Fund - Management Agreements
Representation of a hedge fund in reviewing long-term management agreements and transitioning control structures to ascertain our client's rights to terminate the business and wind down the funds under management.
Wolf Asset Management International - Customized Funds
Representation of 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.
Hedge Fund Manager - Domestic Fund
Representation of 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.
Broadway Gate - Merger
Representation of 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.
Private Equity Fund Manager - Litigation Funding Investment Program
Representation of a manager in setting up a multi-series private equity fund to engage in a litigation funding investment program. The fund's strategy is to advance funds to plaintiffs prior to the plaintiffs' obtaining proceeds from a settlement, judgment or verdict of their lawsuit or other claim, in exchange for the fund's right to receive an amount out of the proceeds of any realized settlement, judgment or verdict resulting from that lawsuit or other claim. The fund's multi-series structure permits the continuous offering of fund interests in a private equity structure.
Stillwater Capital Partners - Acquisition of Assets by Public Shell
Representation of 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.
Commodity Futures Broker - SEC Investigation
Representation of a commodity futures broker in an SEC investigation into allegations that the broker participated in a Ponzi scheme fraud perpetrated by a hedge fund manager. After we made a Wells submission, the SEC determined to close the investigation and not to pursue any enforcement action against our client.
Victoire Finance Capital - Latin America-Focused Hedge Fund
Representation of an international asset manager in establishing an onshore hedge fund to integrate with their existing Cayman Islands-based offshore fund that invests in small cap companies in Brazil and other Latin American markets. Our work also involves converting the entire fund into a master feeder structure.
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
Fulcrum Investment Group - Partnership Dispute
Representation of Fulcrum Investment Group, and its principal, John Morris, as third party marketers of a defunct hedge fund, in successfully extracting itself from a lawsuit between former partners of the fund.
Commodities Broker - Dismissal of Class Action
Representation of a major commodities broker in a class action brought in a Florida state court. The plaintiffs were investors in a foreign exchange hedge fund whose principal perpetrated a multi-million dollar fraud. The investors alleged that our client, which executed trades on behalf of the fund, violated Florida blue sky laws and aided and abetted the fraud. After twice dismissing the complaint and granting plaintiffs leave to replead, the court finally dismissed all claims with prejudice and awarded our client its costs and attorneys' fees. The appellate court affirmed.
Hedge Fund - Music Acquisition Financing
Representation of a Connecticut-based hedge fund and a Wall Street investment bank in connection with their joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.
R6 Capital Management - PIK Loan
Representation of 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.
Mezzanine Lenders - $25 Million Facility
Representation of a pair of mezzanine lenders in a $25.0 million secured agented mezzanine facility to a Texas developer. Proceeds of loans were applied to acquire and develop land in Horseshoe Bay, Lano, and Burnet, Texas.
Private Equity Fund - Hedge Fund Loan
Representation of a private equity fund in making a loan to a hedge fund for liquidity purposes, secured by the hedge fund’s securities portfolio.
Hedge Fund - Distressed CDO Acquisition
Representation of a hedge fund in its accumulation of a controlling position in the securities of a financially stressed CDO, and in the subsequent liquidation of the CDO.
Major Hedge Fund - Internet Investments
Representation of 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.
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.