Overview

JoAnn is a partner and vice chair of our Corporate Transactions & Securities practice group and her practice focuses on the representation of registered funds and registered investment advisers. She works with a broad spectrum of clients, from large, well established fund complexes to entrepreneurial investment advisers registering unique "first to market" funds. With over 20 years' experience in private practice, she has the depth of experience necessary to identify issues, solve problems, and enable clients to achieve their business objectives.

Experience

Fund Formation

  • Routinely counseling clients on all aspects of fund formation, working closely with the portfolio management and distribution teams
  • Significant experience in the highly complex investment, regulatory and tax issues that are unique to alternative mutual funds
  • Structuring and developing offering documents for alternative mutual funds and closed-end interval funds, including passive and active "managed futures" strategies, funds using derivatives, and funds investing exclusively in illiquid and unique asset classes
  • Advising clients in converting hedge funds to mutual funds and the requirements to preserve the funds' performance track record
  • Obtaining exemptive relief necessary to launch active and passive ETFs, self-indexing ETFs, funds-of-funds, as well as relief for manager-of-managers structures and variable insurance products
  • Particular experience in representing series trust

Adviser Counsel

  • Representing registered investment advisers in connection with preparation of Form ADV, handling federal and state registrations and other regulatory matters
  • Assisting advisers in their preparation of 15(c) materials for mutual fund clients
  • Negotiating advisory agreements, joint venture agreements, and distribution related service agreements, as well as lines of credit, fund borrowing arrangements, and ISDA agreements

 Mergers and Acquisitions

  • Representing boards and advisers in reorganizations, mergers, acquisitions and other business combinations of investment companies and other pooled investment funds
  • Negotiating and preparing plans of reorganization; preparing proxy statements, tax opinions and related closing documents; and completing all due diligence items

Governance

  • Representing independent directors and trustees with respect to contract approvals, valuation procedures, conflicts of interest issues, and general fiduciary matters
  • Assisting boards with succession planning, self-assessments, and board composition, including negotiations related to changes in board composition
  • Counseling boards on the issues particular to engaging sub-advisers, the use of fulcrum fees, and other areas requiring scrutiny

 Regulatory Compliance

  • Counseling management with respect to novel disclosure issues, including use of derivatives
  • Counseling clients throughout regulatory examinations, and assisting in developing action plans and responses to concerns raised
  • Working collaboratively with compliance personnel and CCOs to identify risk areas and develop compliance policies that satisfy both the regulatory requirements, the clients interest in a robust compliance environment, and the business issues that impact the solution
  • Negotiating swaps and structured notes on behalf of registered funds to ensure compliance with the Investment Company Act

Securities Litigation

  • Supporting litigation attorneys in securities enforcement actions by providing regulatory analysis and defense strategies
  • Assisting in various aspects of shareholder initiated proxy contests and related litigation
Presentations
  • Panel Moderator, “Women in Hedge Funds," Thompson Hine 10th Annual Hedge Fund Seminar, New York; October 15, 2014
  • "Small Fund Issues," Independent Directors Counsel Conference, San Francisco and Washington, DC, November 2006
  • "Fiduciary Landmines in Organizing and Operating Hedge Funds," Thompson Hine sponsored workshop, New York, September 2006
  • "Disclosure Issues," Investment Company Institute Mutual Fund Compliance Programs Conference, Washington, DC, April 2006
  • "Understanding Mutual Funds as an Investment Option," Thompson Hine's Spotlight on Women seminar series, Cincinnati, March 2006
Distinctions
  • Included in Women in Business Law 2017 edition as one of the leading Corporate/M&A  practitioners in the world
  • Listed in Legal 500, 2017
Professional and Civic

Professional Activities

  • Cincinnati Bar Association
  • Greater Cincinnati Mutual Funds Association, board member. As the attorney on the board, conduct an annual regulatory/compliance workshop and, in 2005, organized and moderated a regional directors workshop with the participation of the Independent Directors Counsel and Investment Company Institute.
  • ICI Independent Counsel Roundtable, Annual Participant (invitation only)
  • WELD, Board Member and Secretary, 2014 - Present

Community Activities

  • United Way of Central Ohio, Women's Leadership Council Member, 2012-present
  • YWCA Greater Cincinnati, Financial Committee Member, 2009-2011
Events