Investment Management
Overview
Environmental, Social and Governance (ESG) Advisory
As a law firm focused on providing unsurpassed service and counsel to our clients, we fully embrace and value the significance of Environmental, Social, and Governance (“ESG”) issues, as have investors, investment management firms, boards, lenders, credit rating agencies, consumers, employees and other stakeholders.
Learn MoreTannenbaum Helpern’s Investment Management practice is internationally known for its boutique nature and ability to provide knowledgeable and cost-effective advice to clients in all areas of the investment management industry. Tannenbaum Helpern investment management clients include venture capital, private equity and hedge funds, independent investment advisors and wealth management firms, family offices and broker-dealers.
Truly multi-disciplinary in nature, Tannenbaum Helpern’s Investment Management practice provides guidance with respect to federal and state securities laws, corporate and partnership regulations, tax, ERISA, intellectual property, employment, and dispute resolution. Combining the Firm’s attorneys’ knowledge of relevant laws and regulation, industry practice and clients’ goals, Tannenbaum Helpern attorneys advise investment management clients and their principals on a wide variety of transactional and commercial matters, litigation, arbitration and regulatory investigations as well as with respect to estate planning.
Representative Services
- Formation and ongoing representation of U.S. and non-U.S. collective investment vehicles for transactions involving investments in equity, debt, real estate and other assets. Representative fund structures include master-feeder, mini-master and side by side funds, umbrella funds, funds of funds, funds of managed accounts, and special purpose vehicles (including co-investment vehicles). Fund types include rated products, registered funds and funds exempt from registration under Rules 3(c)(1), 3(c)(5) and 3(c)(7) of the Investment Company Act of 1940, as amended.
- Coordination with non-U.S. counsel in connection with the establishment and structuring of non-U.S. domiciled platforms and entities in various Caribbean and European jurisdictions, and stock exchange listings in Ireland, Luxembourg and elsewhere.
- Preparing constituent documents, private placement offering memoranda, subscription documents and ancillary contracts for sponsors, investment advisors, investment companies, CTAs and CPOs, administrators, broker-dealers, custodians and placement agents.
- Structuring financing arrangements, including joint lending, loan participation and securitization transactions.
- Reviewing websites, marketing and advertising materials and programs.
- Assisting with SEC, CFTC, NFA, and FINRA registrations, private letter relief and enforcement proceedings, broker-dealer services, investment advisor and investment company services, and ongoing federal and state securities law compliance.
Representative Clients
- Private equity, venture capital and hedge funds
- Investment advisers, sub-advisers, family offices, fund sponsors and wealth managers
- Tax exempt organizations (foundations, endowments and non-profits), brokerage firms, administrators and custodians
- Commodity trading advisors and commodity pool operators
- Funds of funds and funds of managed accounts
- Seed and acceleration investors
- Investment banks and commercial banking institutions
- Funds seeking to market within the European Union requiring advice regarding AIFMD and available stock exchange listings in Dublin, Luxembourg and elsewhere
Case Studies
- Structuring and Formation of U.S. Real Estate-Focused Private Equity Fund
- Streamlining of Multi-Faceted Investment Platform’s Ownership Structure
- Representing a Life Science Company with Global Licensing Agreement with a Major Generic Pharmaceutical Company
- Hedge Fund Sells Controlling Interest to an Insurance Company
- Negotiation of Wealth Management Group’s Relationship with Large Investment Bank
- Insider Trading Investigations
- Acquisition of a Medical Cannabis Company
- Information included on Form ADV
- FINRA Investigation of Broker-dealer
- SEC Enforcement Action - Injunction
- SEC Investigation of Hedge Fund Manager
- Representation of Audit Committee in SEC review of financial statements
- FINRA Enforcement Action against broker-dealer and its principal.
Publications
- CFTC Adopts Amendments to Regulation 4.7
- Are Entities in Your Private Fund Structure Reportable under FinCEN’s Beneficial Ownership Regulation?
- U.S. Court of Appeals Invalidates SEC’s Private Fund Adviser Rules
- SEC Adopts Modernizing Amendments to Regulation S-P to Enhance Protection of Customer Information
- SEC Division of Examinations Publishes Marketing Rule Risk Alert
- The SEC Wins First Insider Trading Case Based on So-Called “Shadow Trading” Theory
- Distribution & Agency 2024 - United States
- Revised Dealer Rules
- Investment Fund Manager Update on Self-Employment Limited Partner Exception: Tax Court Holds that Limited Partners May Be Subject to Self-Employment Tax
- SEC Releases Examination Priorities for 2024
- Newly Formed Reporting Entities in 2024 Will Have 90 Days to Report Beneficial Ownership Information
- SEC Charges Five RIAs with Violations of Custody Rule
- SEC Adopts Final Rules on Private Fund Adviser Reforms
- SEC Charges RIA with Violations of Amended Marketing Rule
- Second Risk Alert on Marketing Rule Compliance
- New Form N-PX Reporting - A Practical Guide for Form 13F Filing Managers
- SEC Proposes Rule on Use of Predictive Data Analytics by Investment Advisers
- Tannenbaum Helpern ESG Advisor: New ISSB Global Sustainability Standards – A Q&A Guide to Private Fund Advisers
- SEC Adopts Amendments to Form PF
- The Corporate Transparency Act: A Guide to Beneficial Ownership Disclosure
- SEC’s Recent Enforcement Sweeps Targeting Off-Channel Communications of Fund Advisers
- How the SEC’s Proposed New Safeguarding Rule May Impact Private Fund Advisers
- SEC Releases Examination Priorities for 2023
- SEC Division of Investment Management Staff Releases Updated FAQ Regarding Marketing Rule Compliance
- SEC Risk Alert on New Marketing Rule
- Senate Democrats Propose Carried Interest Tax Reform
- Podcast: Preparing for the SEC's New Marketing Rule
- Recent SEC ESG-Related Actions Impacting Investment Advisers and Investment Funds
- What are the SEC Examination Priorities for 2022?
- What investment firms can expect from regulators in 2022
- SEC Proposes Significant Changes to Regulation of Private Fund Advisers
- SEC increases monetary thresholds for “qualified clients”
- Alternatives Watch releases Finding the ‘S’ in ESG report
- Proposed SEC Exemption Offers Much‑Needed Clarity on Use of Finders to Raise Investment Capital
- SEC Broadens the Pool of Accredited Investors and Qualified Institutional Buyers
- OCIE Publishes Observations from Examinations of Private Fund Advisers
- Coronavirus Regulatory Round-Up for Investment Advisers
- Investment Fund Seeding – Structures and Negotiable Terms
- Paycheck Protection Program: Considerations for Investment Advisors
- CARES Act Provides Tax Relief for Businesses
- Coronavirus Update: SEC Releases Form ADV and Custody Rule FAQs in Response to “Work from Home” Arrangements
- Coronavirus Update – SEC Issues Limited Form ADV and Form PF Filing Relief to Investment Advisers
- SEC Approves Regulation Best Interest
- What U.S.- Based Investment Advisers Should Know
- Top Six Advisory Fee and Expense Deficiencies Identified by OCIE
- The Tax Cuts and Jobs Act 2 Months Later - Considerations for Hedge Funds, Private Equity Funds and Their Fund Managers
- SEC Announces 2018 Examination Priorities
- So You Want to Manage a Cryptocurrency Fund? U.S. Regulatory Rules to Consider First
- General Data Protection Regulation Affects Investment Advisors with EU Clientele
- “Who Is Who?” and “Who Owns Whom?”- Are You Ready for LEIs?
- SEC Amendments to Form ADV Effective on October 1, 2017
- The Law of Insider Trading: A Primer For Investment Managers
- New Guidance for Human Resource Professionals to Avoid Antitrust Violations
- Delaware Court Reiterates Need for Unambiguous Non-Reliance Provisions in M&A Agreements
- Dramatic Changes to Partnership Audit Rules Will Impact Private Investment Funds and other Partnerships
- How UCITS Funds Can Expand Their Investor Base into the US
- How to Setup a Hedge Fund – A US Perspective
- Regulatory Provisions in the US Affecting Non-US Investment Advisers
- How to Register as an Investment Adviser with the SEC and Selected Ongoing Compliance Obligations
- PATH Amendment to FIRPTA Affecting Non-US Pension Plan Investments in US Real Property
- SEC’s Office of Compliance Inspections and Examinations Releases its 2016 Examination Priorities
Investment Management
Overview
Environmental, Social and Governance (ESG) Advisory
As a law firm focused on providing unsurpassed service and counsel to our clients, we fully embrace and value the significance of Environmental, Social, and Governance (“ESG”) issues, as have investors, investment management firms, boards, lenders, credit rating agencies, consumers, employees and other stakeholders.
Learn MoreTannenbaum Helpern’s Investment Management practice is internationally known for its boutique nature and ability to provide knowledgeable and cost-effective advice to clients in all areas of the investment management industry. Tannenbaum Helpern investment management clients include venture capital, private equity and hedge funds, independent investment advisors and wealth management firms, family offices and broker-dealers.
Truly multi-disciplinary in nature, Tannenbaum Helpern’s Investment Management practice provides guidance with respect to federal and state securities laws, corporate and partnership regulations, tax, ERISA, intellectual property, employment, and dispute resolution. Combining the Firm’s attorneys’ knowledge of relevant laws and regulation, industry practice and clients’ goals, Tannenbaum Helpern attorneys advise investment management clients and their principals on a wide variety of transactional and commercial matters, litigation, arbitration and regulatory investigations as well as with respect to estate planning.
Representative Services
- Formation and ongoing representation of U.S. and non-U.S. collective investment vehicles for transactions involving investments in equity, debt, real estate and other assets. Representative fund structures include master-feeder, mini-master and side by side funds, umbrella funds, funds of funds, funds of managed accounts, and special purpose vehicles (including co-investment vehicles). Fund types include rated products, registered funds and funds exempt from registration under Rules 3(c)(1), 3(c)(5) and 3(c)(7) of the Investment Company Act of 1940, as amended.
- Coordination with non-U.S. counsel in connection with the establishment and structuring of non-U.S. domiciled platforms and entities in various Caribbean and European jurisdictions, and stock exchange listings in Ireland, Luxembourg and elsewhere.
- Preparing constituent documents, private placement offering memoranda, subscription documents and ancillary contracts for sponsors, investment advisors, investment companies, CTAs and CPOs, administrators, broker-dealers, custodians and placement agents.
- Structuring financing arrangements, including joint lending, loan participation and securitization transactions.
- Reviewing websites, marketing and advertising materials and programs.
- Assisting with SEC, CFTC, NFA, and FINRA registrations, private letter relief and enforcement proceedings, broker-dealer services, investment advisor and investment company services, and ongoing federal and state securities law compliance.
Representative Clients
- Private equity, venture capital and hedge funds
- Investment advisers, sub-advisers, family offices, fund sponsors and wealth managers
- Tax exempt organizations (foundations, endowments and non-profits), brokerage firms, administrators and custodians
- Commodity trading advisors and commodity pool operators
- Funds of funds and funds of managed accounts
- Seed and acceleration investors
- Investment banks and commercial banking institutions
- Funds seeking to market within the European Union requiring advice regarding AIFMD and available stock exchange listings in Dublin, Luxembourg and elsewhere
Attorneys
Case Studies
- Structuring and Formation of U.S. Real Estate-Focused Private Equity Fund
- Streamlining of Multi-Faceted Investment Platform’s Ownership Structure
- Representing a Life Science Company with Global Licensing Agreement with a Major Generic Pharmaceutical Company
- Hedge Fund Sells Controlling Interest to an Insurance Company
- Negotiation of Wealth Management Group’s Relationship with Large Investment Bank
- Insider Trading Investigations
- Acquisition of a Medical Cannabis Company
- Information included on Form ADV
- FINRA Investigation of Broker-dealer
- SEC Enforcement Action - Injunction
- SEC Investigation of Hedge Fund Manager
- Representation of Audit Committee in SEC review of financial statements
- FINRA Enforcement Action against broker-dealer and its principal.
Publications
- CFTC Adopts Amendments to Regulation 4.7
- Are Entities in Your Private Fund Structure Reportable under FinCEN’s Beneficial Ownership Regulation?
- U.S. Court of Appeals Invalidates SEC’s Private Fund Adviser Rules
- SEC Adopts Modernizing Amendments to Regulation S-P to Enhance Protection of Customer Information
- SEC Division of Examinations Publishes Marketing Rule Risk Alert
- The SEC Wins First Insider Trading Case Based on So-Called “Shadow Trading” Theory
- Distribution & Agency 2024 - United States
- Revised Dealer Rules
- Investment Fund Manager Update on Self-Employment Limited Partner Exception: Tax Court Holds that Limited Partners May Be Subject to Self-Employment Tax
- SEC Releases Examination Priorities for 2024
- Newly Formed Reporting Entities in 2024 Will Have 90 Days to Report Beneficial Ownership Information
- SEC Charges Five RIAs with Violations of Custody Rule
- SEC Adopts Final Rules on Private Fund Adviser Reforms
- SEC Charges RIA with Violations of Amended Marketing Rule
- Second Risk Alert on Marketing Rule Compliance
- New Form N-PX Reporting - A Practical Guide for Form 13F Filing Managers
- SEC Proposes Rule on Use of Predictive Data Analytics by Investment Advisers
- Tannenbaum Helpern ESG Advisor: New ISSB Global Sustainability Standards – A Q&A Guide to Private Fund Advisers
- SEC Adopts Amendments to Form PF
- The Corporate Transparency Act: A Guide to Beneficial Ownership Disclosure
- SEC’s Recent Enforcement Sweeps Targeting Off-Channel Communications of Fund Advisers
- How the SEC’s Proposed New Safeguarding Rule May Impact Private Fund Advisers
- SEC Releases Examination Priorities for 2023
- SEC Division of Investment Management Staff Releases Updated FAQ Regarding Marketing Rule Compliance
- SEC Risk Alert on New Marketing Rule
- Senate Democrats Propose Carried Interest Tax Reform
- Podcast: Preparing for the SEC's New Marketing Rule
- Recent SEC ESG-Related Actions Impacting Investment Advisers and Investment Funds
- What are the SEC Examination Priorities for 2022?
- What investment firms can expect from regulators in 2022
- SEC Proposes Significant Changes to Regulation of Private Fund Advisers
- SEC increases monetary thresholds for “qualified clients”
- Alternatives Watch releases Finding the ‘S’ in ESG report
- Proposed SEC Exemption Offers Much‑Needed Clarity on Use of Finders to Raise Investment Capital
- SEC Broadens the Pool of Accredited Investors and Qualified Institutional Buyers
- OCIE Publishes Observations from Examinations of Private Fund Advisers
- Coronavirus Regulatory Round-Up for Investment Advisers
- Investment Fund Seeding – Structures and Negotiable Terms
- Paycheck Protection Program: Considerations for Investment Advisors
- CARES Act Provides Tax Relief for Businesses
- Coronavirus Update: SEC Releases Form ADV and Custody Rule FAQs in Response to “Work from Home” Arrangements
- Coronavirus Update – SEC Issues Limited Form ADV and Form PF Filing Relief to Investment Advisers
- SEC Approves Regulation Best Interest
- What U.S.- Based Investment Advisers Should Know
- Top Six Advisory Fee and Expense Deficiencies Identified by OCIE
- The Tax Cuts and Jobs Act 2 Months Later - Considerations for Hedge Funds, Private Equity Funds and Their Fund Managers
- SEC Announces 2018 Examination Priorities
- So You Want to Manage a Cryptocurrency Fund? U.S. Regulatory Rules to Consider First
- General Data Protection Regulation Affects Investment Advisors with EU Clientele
- “Who Is Who?” and “Who Owns Whom?”- Are You Ready for LEIs?
- SEC Amendments to Form ADV Effective on October 1, 2017
- The Law of Insider Trading: A Primer For Investment Managers
- New Guidance for Human Resource Professionals to Avoid Antitrust Violations
- Delaware Court Reiterates Need for Unambiguous Non-Reliance Provisions in M&A Agreements
- Dramatic Changes to Partnership Audit Rules Will Impact Private Investment Funds and other Partnerships
- How UCITS Funds Can Expand Their Investor Base into the US
- How to Setup a Hedge Fund – A US Perspective
- Regulatory Provisions in the US Affecting Non-US Investment Advisers
- How to Register as an Investment Adviser with the SEC and Selected Ongoing Compliance Obligations
- PATH Amendment to FIRPTA Affecting Non-US Pension Plan Investments in US Real Property
- SEC’s Office of Compliance Inspections and Examinations Releases its 2016 Examination Priorities