Bryan Cave’s Investment Management Practice represents a wide cross-section of investment management industry participants such as investment managers, private investment funds, broker dealers, independent mutual fund directors, institutional investors, lenders, exchange-traded funds (ETFs) and service providers.
Attorneys in Bryan Cave's Private Funds Practice have extensive experience advising sponsors on the formation, structuring and operation of U.S., European and offshore hedge funds, private equity funds, venture capital funds, real estate funds, exchange-traded funds (ETFs) and other pooled investment vehicles.
Our team assists investors, funds and their advisers with interrelated business and legal issues. We emphasize tailoring solutions for specific fund formation needs. Our fund clients invest in a wide array of industry sectors and asset classes using a variety of strategies.
Please visit our Private Funds Practice page for more information.
Adviser and Broker Regulatory Compliance
We represent investment managers on all regulatory matters including assistance in the US and Europe with the SEC, CFTC, FCA and state registration or exemptions from registration, regulatory inspections and audits, drafting and designing federally mandated compliance programs, procedures and manuals, dispute resolution matters, including litigation and providing advice to portfolio managers and investment teams on marketing issues.
Please visit our Broker-Dealer Team page for more information.
Derivatives and Structured Products
Bryan Cave attorneys have extensive experience in the negotiation and documentation of a broad range of derivatives transactions and non-conventional financial instruments and structured transactions.
Our practice includes all aspects of derivatives law. We counsel clients regarding U.S. regulation of over-the-counter derivatives, including compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. We have extensive experience in the negotiation of International Swaps and Derivatives Association (ISDA) master agreements and related margin and collateral agreements (under both New York and English law), definitions and specialized product annexes, with particular emphasis on issues of concern to corporate and other end user counterparties. We work to ensure that ISDA documentation is integrated with our clients' financing documents and adequately addresses collateral and inter-creditor issues.
We advise on both the drafting and the performance of credit-linked derivatives, whether stand-alone or part of a structured finance transaction. We also advise on the drafting of swap transactions that form part of a highly leveraged, structured or limited recourse structure, such as project finance.
Fund sponsors and asset managers seek credit to help with liquidity needs and leveraging positions. Additional liquidity is sought for such needs as clearing and settling trades, redeeming investors, providing commercial paper back-up or, in the case of many private funds, bridging capital calls. Leverage may be employed to investment returns, redeem auction rate or other preferred securities, retire other debt, or fund self-tenders.
Bryan Cave continues to experience dramatic growth in its involvement in these credit transactions on behalf of financial institutions and funds. We have a thorough understanding of the needs and limitations of these funds and the banks, broker-dealers and others who supply credit to them, as well as knowledge and experience with the relevant legal documentation and terms, including the Investment Company Act of 1940, the Investment Advisers Act, ERISA, margin regulations, Articles 8 and 9 of the Uniform Commercial Code, the Internal Revenue Code, UCITS regulation, SICAV regulation, other various regulatory schemes, and offshore financing issues generally.
Please visit our Fund Finance Team page for more information.
Institutional Investors and Family Offices
We act as investment counsel to large institutional investors, working closely with chief investment officers, general counsels and their staffs on investment allocations across all asset classes. We also work with foundations, endowments, pension plans, family offices, and high net worth individuals. We review, structure and negotiate the terms of investment allocations including side letter agreements and “most favored nations” fee terms across all domestic and offshore investment vehicles such as limited partnerships, limited liability companies, separate accounts, tax-exempt corporate and partnership entities in offshore jurisdictions, institutional pooled mutual fund vehicles, special purpose vehicles and direct investments. Our recent work includes negotiating and structuring investments on behalf of institutional investors across private equity funds, hedge funds, commodity funds, fund-of-funds, real estate funds, “long” equity, fixed income, cash and cash equivalent investments.
Independent Mutual Fund Directors
We counsel independent directors/trustees of mutual funds and closed-end funds to advise them on governance, oversight and their fiduciary duties.