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Irwin M. Latner: matters
Profile Matters News Events Publications
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.
Concise Capital Management, LP - Fund Restructuring
Representation of SEC-registered investment adviser in connection with the restructuring of its Caymen Idlands master-feeder fund complex to reflect the addition of new share classes and changes to fee terms.
Khrom Capital Management - Fund Restructuring
Representation of invesetment adviser in negotiating seed investment by large university endowment, restructuring terms of existing fund vehicle to accommodate seed investor, and converting fund into a master-feeder structure.
Hildene Leveraged Credit, LLC - Hildene CLO I, Ltd.
CLO issuant and warehouse facility.
Phoenix Star Capital, LLC - Management Company
Formation of a holding company that will serve as the manager and equity partner of investment vehicles focusing on distressed corporate and municipal debt in both the US and Europe, control-distress situations, and the large-scale purchase of life insurance policies and securities backed thereby.
Hildene Capital Management - Kodak
Representation of SEC-registered investment adviser in formation of custom fund vehicle for large pension plan investor focusing on the acquisition of TARP securities.
Hildene Capital Management - Cambridge Associates TARP Fund
Representation of SEC-registered adviser in formation of custom fund vehicle focusing on the acquisition of TARP securities.
Elanus Capital Management, LLC - Series Hondius
Representation of 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.
Representation of Beinville Captial Management, LLC, an SEC-registered investment adviser, 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.
Everlight Capital, LLC - Compliance
Advise investment adviser on matters relating to swaps and futures trading activities and registration/deregistration as a commodity pool operator and commodity trading adviser with the National Futures Association.
COATL Capital, LLC - Family Office
Representation of our client in connection with the formation of an investment advisor focusing on Latin American clients. Draft various employment and severance agreements for employees of the new investment advisor.
AKL Capital Management, LLC - Domestic Fund
Representation of an emerging domestic hedge fund which primarily invests in structured finance securities with a focus on non-agency mortgage-backed securities, collateralized loan obligations, and special situation equity securities.
Dryden Capital - Offshore Fund
Representation of a master-feeder hedge fund which invests opportunistically in a long-short balanced portfolio consisting primarily of U.S. equity securities.
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.
Davidoff Capital, LLC - Domestic Fund
Represent investment adviser in formation of master-feeder hedge fund structure with global investment strategy.
Collateral Manager - Collateralized Debt Obligation Restructurings
Representation of a collateral manager in connection with a series of restructurings of collateralized debt obligation entities relating to changes in portfolio structure and to redemptions of classes of CDO Notes.
Registration of Real Estate Fund Managers
Comprehensive regulatory advice to a platform of real estate advisory entities with respect to registration obligations and related compliance issues under the new Dodd-Frank requirements for investment advisers.
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.
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.
Private Equity Fund - Clean Technology
Representation of 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.
Witter Partners, LLC - Template Marketing Agreement
Representation of Witter Partners (http://www.witterpartners.com) -- a newly established asset management marketing firm—negotiate a template marketing agreement for use with its money manager clients, as well as an agreement with a designated broker-dealer.
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.
Gama Partners - Domestic Hedge Fund
Representation of 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.
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.
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.
Discovery Capital Management - Fund Restructuring
Completion of 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.