PracticeEdge Elite™ Not included
Standard Tuition $400
Senior Fellow Rory Cohen, JD, Partner, Mayer Brown
Launching a private investment fund vehicle can be an extremely complex task and requires consideration to be given to be given to a wide variety of factors. Such factors include, among other things, the nature of the sponsor’s investment strategy and targeted investor audience. All funds are not alike. Hedge funds operate differently than private equity funds, and both differ from commodity pools, real estate funds, venture capital funds and investment funds that use other investment strategies. All of such differences, together with tax and other considerations, feed into the analysis when structuring private investment funds and often result in different fund structures and deal terms, including differences in the way in which economics are shared between a fund sponsor and its investors and differences in liquidity. Such differences also trigger differences in regulation and reporting and differences in the way in which they are marketed. They require differences in offering document disclosures and require tailoring to a sponsor’s compliance program.
Even prior to establishing the fund vehicle, consideration must be given to the management company and the allocation of control and economics and — the unthinkable – the possible separation of the principals. In rolling it forward, fund sponsors must consider how and where they intend to market their fund vehicle and whether they will engage third party marketers to assist them in their fundraising efforts. From a legal and compliance perspective, issues raised when launching of a fund vehicle require consideration under multiple legal disciplines, including corporate law, securities law, tax, investment management, ERISA, anti-money laundering and other areas of law.
This Course will address the impact of state and federal laws on the structuring and launching of private investment fund vehicles, including regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Commodity Exchange Act, the Securities Act of 1933, the Securities Exchange Act of 1934 and state Blue Sky laws. At the end of the Course, participants should be able to:
- Distinguish between various types of private investment funds, including hedge funds, private equity funds, commodity pools, venture capital funds and real estate funds.
- Identify key drivers in structuring appropriate onshore and offshore fund structures, including an understanding of the impact of investment strategies, investor composition and taxation.
- Recognize the role of key regulators, including the Securities and Exchange Commission, Commodity Futures Trading Commission and FINRA.
- Understand the scope of the Investment Company Act and application to private investment funds, and navigate through exemptions typically used by various private funds.
- Identify the drivers behind drafting effective disclosure documents and recognize the requirements for conducting private placements (including impending changes arising from new rules established by the Securities and Exchange Commission in connection with implementing the JOBS Act).
- Understand regulation of investment management entities, including registration requirements (and related exemptions from registration) under the Investment Advisers Act and reporting requirements triggered by their investment activities.
Rory Cohen, JD, Partner, Mayer Brown
Credit Hours: 4
Subject Area: Professional Practice
States: Contact Curriculum Advisor For More Information
Credit Hours: 6.5
Subject Area: Accounting
States: Contact Curriculum Advisor For More Information
Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.
Arizona: Does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. RCA programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.
Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.
Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.
New Hamphsire: The approval is for three years from recorded date.
New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.
New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.
Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.
Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.
Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.
Tennessee: The approval is for the calendar year in which the live program was presented.
Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.
Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
If applicable, the RCA will apply for credit in your state upon request.