I
NVESTMENT
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DVISER
Investment Adviser Practice
Seward & Kissel LLP is a leading law firm in
the United States that provides legal advice
emphasizing business, financial and commercial
law and related litigation. The Firm has offices in
New York’s downtown financial district and in
Washington D.C. near the Capitol and federal
agencies. Seward & Kissel LLP was established
in 1890 under the name Smith & Martin and
changed its name to Seward & Kissel in 1968.
One of the Firm’s strongest practice areas is
the Investment Adviser practice within the Firm’s
Investment Management Group. Attorneys
within the Investment Adviser practice represent
a wide range of investment advisory firms from
new, start-up firms to large, well-established
investment advisory firms. These attorneys work
with clients in the areas of formation and
registration, compliance with Federal and State
regulation, domestic and international investing,
mergers and acquisitions, compliance audits,
investigations and enforcement actions.
This brochure contains attorney advertising. Prior results do not guarantee a similar outcome.
Investment Adviser Practice
Attorneys in our Investment Adviser practice have extensive experience with the regulatory and legal issues affecting investment advisers. They include former staff members of the Securities and Exchange Commission. Attorneys within the practice have strong working relationships with senior staff at various service providers throughout the investment management industry, including auditors, accountants, custodians, administrators, compliance specialists and sponsors of separately managed account programs.
Attorneys in our Investment Adviser practice work closely with the attorneys in the Firm’s other practice groups, including attorneys who specialize in the following areas: Investment Management, Corporate Finance, ERISA & Benefits, Taxation, Securities Enforcement and Arbitration, Broker-Dealer Regulation, Intellectual Property and Trusts & Estates.
Legal Services Offered
Attorneys in the Investment Adviser practice advise clients within an ever-changing and complex legal and regulatory framework. They provide a broad array of legal services to investment advisory clients, including advice and services relating to:
■ Formation and registration as an investment adviser with the Securities and Exchange Commission on Form ADV and, as applicable, with State securities regulators;
■ Exceptions from the definition of investment adviser under the Investment Advisers Act of 1940, including the family office exception, and exemptions from the registration requirements of the Advisers Act, including the private fund adviser, venture capital fund adviser and foreign private adviser exemptions;
■ Fiduciary obligations of investment advisers under Federal and State law, including obligations regarding disclosures of conflicts of interest;
■ The terms and provisions of investment advisory contracts and agreements with advisory clients; ■ Compliance with Federal and State securities laws,
including the development of risk assessments, compliance policies and procedures (such as insider trading policies and codes of ethics);
■ Annual Rule 206(4)-7 compliance reviews; ■ Custody issues;
■ Trading, brokerage arrangements and use of soft dollars;
Attorneys within the Investment
Adviser practice represent a wide
range of investment advisory
firms from new, start-up firms to
large, well-established investment
advisory firms.
■ Advertising and marketing activities, including website and performance disclosures;
■ Public and private equity and debt security investments, commodity investments and derivative investments and investments in regulated industries (such as banking, insurance, gaming and telecommunication industries);
■ Beneficial ownership reporting requirements (including requirements relating to Schedule 13D and Schedule 13G filings, Form 13F filings and Section 16 filings); ■ Referral and solicitation arrangements with third
parties;
■ Proxy voting issues; ■ Pay-to-play issues;
■ Sub-advisory arrangements;
■ Wrap fee programs and managed account programs; ■ Mergers, acquisitions and other strategic investments
involving investment advisers and their control persons, including those that involve change of control and assignment issues;
■ Examinations by SEC staff or State securities regulators and responses to subpoenas and informal requests for information from the SEC and State securities and other regulators, including SROs; ■ Deficiency letters issued by the SEC staff and State
authorities;
■ SEC enforcement actions, investigations and administrative proceedings;
■ No-action letters, comment letters to proposed rules, exemptive orders and other SEC regulatory or interpretive relief;
■ ERISA and tax, employment and general business matters; and
■ Foreign investment advisers, including the extraterritorial scope of the Advisers Act.
We also conduct mock on-site compliance audits that are designed to prepare our clients for SEC staff examinations and the rigors of the examination process.
Partners
John J. Cleary
(212) 574-1255 [email protected]
Meir R. Grossman
(212) 574-1242
Maureen R. Hurley
(212) 574-1384 [email protected]
Paul M. Miller
(202) 737-8833 [email protected]
Joseph M. Morrissey
(212) 574-1245
Steven B. Nadel
(212) 574-1231 [email protected]
Anthony C.J. Nuland
(202) 737-8833 [email protected]
Patricia A. Poglinco
(212) 574-1247 [email protected]
Christopher C. Riccardi
(212) 574-1535 [email protected]
Jack Rigney
(212) 574-1254 [email protected]
John E. Tavss
(212) 574-1261 [email protected]
Robert B. Van Grover
(212) 574-1205
Counsel
Robert L. Chender
(212) 574-1415 [email protected]
Kathleen K. Clarke
(202) 737-8833 [email protected]
Bibb L. Strench
(202) 737-8833 [email protected]
Investment Adviser Practice
If you have any questions, please feel free to contact any of the attorneys in the Investment Adviser Group via telephone or e-mail.
Additional information may also be found on our website at
