Thomas M. Devaney is a partner of Morrison & Foerster LLP and has been resident in the firm’s New York office since 2006.
Tom primarily counsels sponsors and the management teams of private funds with respect to fundraising and subscriptions, U.S. securities laws and regulations, and fund formation, administration and operations, generally. Tom has considerable experience negotiating investor side letters, seed and anchor investor arrangements and placement agent agreements, both for and against fund sponsors.
Tom’s practice generally draws upon his expertise in U.S. securities laws, including the Investment Advisers Act of 1940 and relevant portions of the Investment Company Act of 1940, as well as relevant portions of the Commodity Exchange Act and ERISA. Tom and his colleagues in Morrison & Foerster’s Investment Management Group advise on all aspect of registration and the compliance programs of SEC registered investment advisers (and investment advisers registered under the Blue Sky laws of certain key states), and in doing so draw upon the firm’s depth of experience across the securities, capital markets, financial services and institution and privacy industries.
Mr. Devaney is familiar with a range of U.S. and foreign tax issues applicable to pooled investment vehicles, with a particular focus on investing in China and certain preferred tax venues within the EU. Mr. Devaney frequently structures, forms and advises on operational aspects of privately-held REITs for real estate fund sponsors and structuring U.S. real asset investment structures for non-U.S. investors that are subject to Foreign Investment Real Property Tax Act (FIRPTA) withholding in the U.S.
Tom works predominantly with U.S. domestic and global real estate funds, infrastructure funds, debt funds, venture capital funds, and hedge funds with a broad range of investment strategies. Tom also has significant experience with preparing documentation for management teams in connection with the formation of funds, as well as representing firms and/or individual team members at times of hiring/admission and departure (voluntary and involuntary), including matters leading to litigation.
Tom advises clients on private securities offerings, cross-border investment transactions, and venture and strategic financings. He possess more than a decade-worth’s of experience counseling clients on the formation, organization and operation of domestic limited partnerships, limited liability companies and corporations, and a range of off-shore entities. During his formative years as an attorney in Silicon Valley, Tom represented a number of technology start-ups in various stages of their life cycles, and served as fund and investment counsel to many well-known names in the venture capital industry.
At St. John's School of Law, Mr. Devaney served as Articles and Notes Editor for The American Bankruptcy Institute Law Review. While earning his J.D., Mr. Devaney was a recipient of an Academic Achievement Scholarship, and won a national writing competition scholarship for an article that he wrote while with the Law Review. Also, while in law school, Mr. Devaney served as a judicial intern in the chambers of the Hon. Joseph M. McLaughlin, U.S. Court of Appeals, Second Circuit. Mr. Devaney is a frequent speaker at legal and business conferences, addressing a range of issues, including fund formation and regulations, current market terms for fundraising, and venture capital investing and conditions.
Examples of current representations that Tom is active on:
- Global counsel to a Luxembourg-based, European infrastructure fund with assets under management in excess of €1 billion.
- US counsel to a North American infrastructure fundraising its second fund with a target in excess of $1 billion.
- Global counsel to a leading Asian logistics facility operator raising its initial real estate fund with a target exceeding $1 billion.
- Counsel to buyers and sellers of individual and portfolios of private equity fund “LP” interests, including one bank that disposed of a portfolio of over $300 million of LP commitments to a number of different purchasers over a multi-year period to satisfy the Volcker Rule.
- Counsel to a number of hedge funds and their managers on formation, operational and compliance matters, covering funds with strategies ranging from MBS/fixed income, value, emerging markets, convertible arbitrage, healthcare and microcap.
- US securities law specialty counsel to a number of global private fund groups based outside of the US that have registered as investment advisers with the SEC post-Dodd-Frank or notice filed as Exempt Reporting Advisers.
- Counsel for general corporate and securities laws matters for Circuit of the Americas, the only FIA-certified Grade 1 track in the United States, and one of only 26 Grade 1-certified motorsports facilities in the world, which hosted the first (and highly acclaimed) F1 grand prix in the U.S. in more than 5 years.