Christopher D. Carlson
Chris is counsel in the firm’s Corporate Transactions & Securities and Investment Management groups. With several years of in-house counsel experience at two asset management firms, he has considerable insight into the issues facing investment managers. His experience covers a broad range of registered funds, including proprietary mutual funds, exchange-traded funds (ETFs), multi-manager funds, master-feeder funds and closed-end funds, as well as listed and unlisted business development companies (BDCs).
Chris advises on fund formation, including providing practical guidance to product and portfolio management teams on product development. He has deep experience with identifying and finding solutions to the kinds of regulatory and compliance issues that can arise with respect to the SEC filings, corporate governance structures and compliance programs needed to support new registered funds and BDCs. He also provides advice regarding day-to-day regulatory and compliance issues arising under the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934 and other securities laws related to the operation of registered funds and BDCs. In addition, Chris counsels on related fund transactional matters, such as fund adoptions and the negotiation and closing of new or amended credit facilities for mutual funds, closed-end funds and BDCs.
Examples of Chris’s experience include:
- Advising on the development and structuring of new fund offerings, including mutual funds, ETFs, closed-end funds and BDCs.
- Advising fund and adviser chief compliance officers in connection with SEC “sweep” examinations, compliance policy “gap” analyses and generally with respect to the development and maintenance of compliance programs for registered funds and BDCs and registered advisers to such entities.
- Acting as board or adviser counsel with respect to various corporate governance matters, including annual Section 15(c) contract reviews.
- Advising on various closed-end fund and BDC capital-raising transactions (e.g., Rule 144A and Regulation S bond offerings, registered follow-on equity offerings and registered rights offerings).
- Counseling adviser in its acquisition of a registered investment adviser to a listed BDC.
- Acting as fund or adviser counsel with respect to fund adoptions.
- Acting as adviser counsel with respect to contractual and compliance issues related to subadvised funds.
- Advising on private fund to registered fund conversions.
- Negotiating subadvisory agreements on behalf of advisers to multi-manager funds.
- Drafting and filing registration statements, proxy statements and exemptive applications for registered funds and BDCs.
- Reviewing marketing materials.
- Negotiating credit facility agreements, underwriting and distributor agreements, and fund service provider agreements.
- “Overview of SEC’s Proposed Rule Changes for Business Development Companies,” Thompson Hine Investment Management Update, April 2019
- “SEC Poised to Permit ActiveShares ETF: First Non-Transparent Actively Managed ETF,” Thompson Hine ETF Reg Insights, April 2019
- “Update on Multi-Class Exemptive Applications for BDCs,” Thompson Hine Investment Management Update, February 2019
- “Preparing for the Next Generation of Actively Managed ETFs,” Thompson Hine ETF Reg Insights, January 2019
- “OCIE Eyes ETF Custom Indexes, Small and Thinly Traded ETFs, and Liquidation Process,” Thompson Hine ETF Update, November 2018
- “SEC’s Proposed ETF Rule Removes Some Conditions Compared to Prior Exemptive Orders, But Adds Others,” Thompson Hine ETF Update, August 2018
- “Proposed ETF Rule Comes with Widely Expected Conditions and Some Notable Twists,” Thompson Hine ETF Update, July 2018
- “SEC to Consider ETF Rule Proposal at June 28, 2018 Open Meeting,” Thompson Hine ETF Update, June 2018
- “SEC Charges 13 Private Fund Advisers for Failures to File Form PF,” Thompson Hine Investment Management Update, June 2018
- Co-author, “Primer on Selected Federal, Connecticut, New Jersey and New York Privacy, Identity Theft and Information Security Laws Relevant to Charitable and Other Nonprofit Organizations” (with Jeffrey W. Brennan, Owen C.J. Foster, et al.), Pro Bono Partnership, June 2010
- “Public-Private Partnerships in State and Local Highway Transportation Projects,” The Federal Lawyer, November–December 2008
- Panelist, "Non-Transparent ETFs - Could it work for you?," 2019 ALPS Client Forum, Copper Mountain, Colorado, March 6, 2019
- New York State Bar Association