Investment Management
Guidance Focused on the Needs of a Diverse Client Base
The scope and complexity of investment management – whether you are involved in fund, asset or wealth management - demands the skills and oversight of a seasoned legal team.
Holland & Knight’s Investment Management lawyers advise on a full range of transactions, structuring and management issues, regulatory and compliance matters related to:
Team Approach to Investment Management Provides Comprehensive Counsel
With the scope of practice capability and a team approach to applying client issues, our dedicated Investment Management team can draw in the support of Holland & Knight tax lawyers, ERISA attorneys, banking law attorneys, and the SEC Enforcement Group for coordinated and efficient handling of matters that arise.
Private Funds
Taking an active role in structuring and organizing private investment funds makes us better prepared to represent your interests in a variety of transactions.
With client priorities navigating the way, the Private Fund Practice:
- advises on structural issues
- drafts or reviews the fund's term sheet, private placement memorandum and partnership agreement or operating agreement
- prepares the investor subscription agreement
- advises on applicable federal and state securities laws
- forms alternative investment vehicles
- negotiates with investors' counsel
- drafts or reviews fund contracts with service providers
- assists with investor correspondence
- restructures or renegotiates documentation as needed
- conducts legal due diligence
For offshore funds, the location and taxation of investors, investments and advisors is analyzed to help the sponsor determine the optimal jurisdiction for organization of the fund and its manager, the need for multiple entities or tiers, and the appropriate service providers to use in such jurisdictions.
Investment Advisors
Numerous domestic and non-U.S. investment advisors in many aspects of fiduciary and regulatory issues under the Investment Advisers Act of 1940 and applicable state law have partnered with Holland & Knight.
This practice involves:
- forming investment advisors
- advising and assisting investment advisors with issues concerning the need to register with the SEC or applicable states
- assisting with various investment management contracts, compliance requirements and filings
Representations come in all sizes, yet our commitment to you never changes. Investment advisory arms of large U.S. banks and multinational financial institutions, along with many smaller, independent registered and private investment advisors have all sought counsel from Holland & Knight.
Mutual Funds
Holland & Knight's Mutual Fund Practice organizes and represents investment companies registered under the Investment Company Act of 1940.
Highlights of client support include:
- advising on complex fund structures
- drafting and updating registration statements and prospectuses
- drafting fund contracts with service providers
- responding to ongoing marketing, regulatory and compliance issues
- advising on SEC filing and disclosure requirements
- guiding directors through fiduciary and regulatory matters
- representing mutual fund advisors on matters specific to their investment company business.
Broker-Dealers
Client relationships begin at the inception of business. Holland & Knight has advised many prospective broker-dealers through the registration processes and with the development and implementation of the internal compliance support systems mandated by industry regulators, including written supervisory procedures, trade procedures, internal exception reporting, and OSJ and branch office inspection procedures.
Guidance is offered in areas of regulatory compliance, including:
- customer agreements
- advertising and sales literature
- soft dollar analysis
- non-cash compensation rules
- variable product rules
- variable product sales
- personnel trading limitations
- books and records maintenance
- Form BD disclosure
- disciplinary event reporting
- regulatory element needs analysis and training programs
- on-line trading
- blue sky laws
- rule interpretations
- SEC No-Action requests
- Form U-5 filings
- audit preparation and response
Common and Collective Trust Funds
Investment Management attorneys with extensive experience in all aspects of representing common trust funds and collective trust funds, work with clients to:
- establish, merge and close common and collective trust funds
- convert common and collective trust funds into mutual funds
- draft trust documents and analyze qualification requirements for assets that may be invested in them
Vital to this area is advice on compliance with the federal tax, securities, pension and banking laws and state fiduciary laws that form the basis for these products' tax-free status and exemption from SEC registration.
ERISA (U.S. Pension Law)
Whether you are an investment fund, investment advisor or pension plan client, our ERISA lawyers are prepared to advise you on a range of issues arising under ERISA law and related provisions of the Internal Revenue Code. In the investment management area, these include advice relating to fiduciary responsibilities under ERISA, the nature of prohibited transactions, the various ERISA regulatory exemptions, and the use of ERISA "plan assets," and the requirements of the venture capital operating company (VCOC) and the real estate operating company (REOC) exemptions.
Domestic and Foreign Tax
You require tax lawyers who are experienced and well-versed in:
- partnership tax and allocation rules that are used in creating and drafting fund documents and tax-efficient arrangements for their principals
- rules applicable to and structures for addressing issues of particular concern to investors
- income rules of particular relevance to non-U.S. investors in U.S. funds
- special rules relevant to U.S. investors in funds that make non-U.S. investments
Taking account of these rules, as well as tax rules in the investee jurisdiction and applicable tax treaties, Holland & Knight attorneys create structures that seek to optimize international tax results. We are committed to leveraging our experience in the regulated investment company and other rules that govern investments in U.S. mutual funds and the PFIC rules that govern the treatment of U.S. investors in offshore funds to protect your best interests.
SEC Enforcement Group
With a team that includes a former SEC Regional Trial Counsel and over a dozen former federal prosecutors, including the former Chief of Staff to the U.S. Attorney General, we offer substantial experience in conducting and handling securities investigations, both criminal investigations by the Department of Justice and civil investigations by the SEC. We are committed to providing you with efficient and informed representation.
Clients are assisted with all phases of securities enforcement matters work, including:
- informal and formal investigations
- testimony
- Wells Submissions
- negotiated resolutions
- trial of administrative, civil and criminal proceedings
Under our one-firm, multidisciplinary team approach, we work collaboratively with other Holland & Knight lawyers who concentrate in investment management issues and regulatory compliance by investment funds, broker-dealers and registered investment advisors.
Investigations and enforcement actions dealing with "hot button" SEC enforcement issues have been successfully defended. These include:
- market timing of mutual funds
- insider trading law issues
- aiding and abetting liability of contra parties
- "prime bank" Ponzi schemes