Aaron J. Russ

Aaron Russ is an attorney in Holland & Knight's Richmond office. Mr. Russ focuses his practice on the complex regulatory landscape governing investment advisers and private funds.

As a former senior counsel in the U.S. Securities and Exchange Commission's (SEC) Division of Investment Management and Division of Examinations, Mr. Russ provides pragmatic and actionable advice to private fund managers, financial technology (FinTech) firms and global financial institutions on compliance with federal securities laws.

Mr. Russ' practice spans:

• SEC Examinations and Enforcement. Navigating clients through high-stakes SEC examinations and regulatory inquiries, leveraging his prior experience as a senior counsel at the SEC to anticipate staff concerns.
• Compliance Infrastructure. Designing and scaling compliance programs for established managers and emerging FinTech platforms, including those integrating artificial intelligence (AI) and digital asset strategies.
• Investment Adviser Registration and Structuring. Advising on SEC registration, "exempt reporting adviser" status and the nuances of "participating affiliate" arrangements.
• Advisers Act Counseling. Providing strategic advice on the full spectrum of Investment Advisers Act requirements, with a particular emphasis on the Marketing Rule, including the technicalities of performance advertising.
• Mergers and Acquisitions (M&A) and Transitions. Guiding investment advisers through the full life cycle of strategic transactions, including regulatory structuring, "change in control" analysis, client consent protocols and post-closing compliance integration for M&A and internal restructurings.
• Private Fund Formation and Operations. Advising on regulatory issues arising in connection with private fund launches, including offering materials, subscription agreements and placement agent arrangements.
• Contractual Negotiations. Drafting and negotiating investment advisory and service provider agreements.
• Investment Company Act Status and Exclusions. Advising fund sponsors on structuring to avoid registration under the Investment Company Act.

Highly regarded for his deep knowledge of the Investment Advisers Act Marketing Rule, Mr. Russ frequently shares his insights through writing and speaking engagements with publications such as Practicing Law Institute (PLI), The Review of Securities & Commodities Regulation and Strafford.

Prior to joining Holland & Knight, Mr. Russ was an attorney at a global law firm in its Washington, D.C., office. Previously, he served as senior counsel in the SEC's Division of Investment Management, as well as the SEC's Division of Examinations.

Mr. Russ gained experience through clerkships for the Honorable Phillip Shefferly and the Honorable Walter Shapero, both of the U.S. Bankruptcy Court for the Eastern District of Michigan.

Not yet admitted to Virginia Bar; admitted to District of Columbia Bar only and practicing under supervision of lawyers licensed to practice in Virginia.