Investment Management

Morrison & Foerster represents registered investment companies and their independent directors, private funds, investment advisers, underwriters and other service providers in a wide range of regulatory and disclosure matters. We also represent sponsors, advisers and service providers to, and investors in, various types of asset management products, including bank-sponsored pooled investment funds, private equity and hedge funds, separate accounts, bank trust and fiduciary accounts, and domestic and global custody products.

Our financial services clients turn to us for practical guidance in navigating the complex legal and regulatory landscape affecting these activities and products, including the rapidly changing regulatory landscape in light of the Dodd-Frank Act. Drawing upon our premier financial services practice, with expertise in broker-dealers, bank regulation, capital markets, and derivatives, our investment management team advises clients seeking innovative solutions to complex issues that cross business, geographic and regulatory lines.

We advise clients on a full range of disclosure and regulatory matters relating to the federal securities laws, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940. We prepare registration documents, and help our clients in all phases of their operations, including disclosure, compliance, risk management, record-keeping, valuation and oversight by independent directors.

We proactively advise independent directors of investment companies to help them understand their fiduciary and oversight duties, and assist with evolving board governance issues.

The firm helps create fund structures that involve complex and innovative legal issues. We also represent our clients in mergers and acquisitions of investment companies and investment advisers.

We advise clients in connection with structuring closed-end funds, unit investment trusts and other specialized vehicles, including exchange-traded funds, as well as financings and financial products for these entities.

The firm also works with investment adviser, venture capital management and financial institution clients in forming pooled investment entities not registered under the Investment Company Act of 1940. An increasingly important part of our practice involves representing holding companies and operating companies with substantial investment activities that seek to operate within an exemption from registration as investment companies. These so-called “status” issues typically involve analyzing and directing the structure of clients’ investment activities, or the deployment of clients’ cash reserves and other assets. Our representation of these clients includes counseling as to corporate, regulatory, compliance, tax and ERISA matters.

The firm represents commercial banks and other financial institutions with respect to their asset management and administration activities. We advise our financial services clients on a broad range of products and services, including trust and fiduciary activities, securities lending services, custody and agency relationships, cash management activities, asset management support, service arrangements and compliance with the Volcker Rule.

Our practice is active in representing investment companies, investment advisers and financial services firms providing asset management and administration services in administrative proceedings and litigation in a variety of federal and state actions. Litigation in this area frequently addresses issues of disclosure under trust, banking, securities and pension/benefit laws, regulatory compliance, independence, and fiduciary responsibility.

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