Jay Crenshaw practices exclusively in the area of investment management, primarily forming and advising hedge funds and investment advisers.
Mr. Crenshaw has extensive experience forming a variety of hedge funds, private funds, and fund of funds with investments and strategies that have included, capital growth, income, international, long/short, black-box or computerized trading, small cap, real estate, side pockets and illiquid investments, lending, currency and Forex trading, hybrid portfolios, multi-strategy investments, arbitrage, PIPE transactions, commodities, swaps, derivatives, tender option bond trusts, venture capital, ETFs, credit and cash management, and leveraged transactions. He actively advises clients on related structural issues, including, entity selection; onshore and offshore jurisdictions; private fund exemptions under sections 3(c)(1) and 3(c)(7) of the Investment Company Act of 1940, including vertical and horizontal fund integration analysis, knowledgeable employee exemptions, and qualified purchaser status issues; investment structures (e.g. stand alone funds, side-by-side funds, master-feeders, segregated portfolio companies, series trusts, etc.); compliance with covered security offering exemptions under the Securities Act of 1933 and Regulation D thereunder; federal and state filings; ERISA exemptions (e.g. plan asset and QPAM exemptions); blue-sky law compliance; new issue or IPO investing and "restricted person" limitations; Commodity Exchange Act registration exemptions; and tax considerations (e.g. withholding issues, passive foreign investment company or "PFIC" tax consequences, unrelated business taxable income or "UBTI" tax consequences, "trader" vs. "investor" tax elections, etc.).
Mr. Crenshaw has counseled investment advisers on various matters, including, formation of advisers, operating agreements, compliance under the Investment Advisers Act of 1940, Form ADV Parts I & II, registration exemptions under state and federal law, presentation of performance data and marketing materials, websites, custody, soft dollar practices, affiliations with offshore advisors, and joint ventures.
Mr. Crenshaw has drafted, and regularly advised funds and advisers on, numerous investment management related documents, such as offering memorandums, investor partnership agreements, subscription agreements, side letters, advisory contracts (e.g. fund, separate account, and sub-advisory investment management agreements), fund administration agreements, solicitation agreements, placement agent agreements, privacy policies, information security policies, and security transfer agreements.
Prior to joining Holland & Knight, Mr. Crenshaw gained significant investment management experience in the public and private sectors. During law school, Mr. Crenshaw clerked at the Washington D.C. headquarters of the United States Securities and Exchange Commission (the "SEC") in the Division of Investment Management. At the SEC, Mr. Crenshaw regularly attended open and closed commission hearings, interacted with senior staff, directors, and Commissioners, drafted legal memoranda for Senior Special Counsel, and authored a formal SEC Comment on behalf of the Division of Investment Management in response to an exemptive application filed with the SEC.
Prior to law school, Mr. Crenshaw worked at the international headquarters of Franklin Templeton Investments, one of the world's largest investment management firms, where he gained experience in global equity trading, investment operations, and international development, including mutual fund and hedge fund formations, regulatory matters, SEC exemptive applications, and offshore fund registrations.