Overview

Thompson Hine is a leading adviser to financial services firms, asset managers and investment funds on all aspects of alternative investments. We represent clients ranging from small startup and boutique operations to some of the largest financial institutions in the world.

With more than eight decades of collective experience and a deep commitment to the hedge fund industry, our hedge fund lawyers provide informed, comprehensive guidance on the challenges and opportunities our clients face. Our team includes former SEC staff members and chief compliance officers of Fortune 10 financial services firms, and we have participated in leading industry organizations such as the Hedge Fund Association and Managed Funds Association. We also host an annual seminar on regulatory and marketplace developments for hedge fund managers and professionals.

Our unique and thorough understanding of the hedge fund market enables us to guide clients every step of the way in structuring, forming and operating successful funds in a highly competitive environment.

The SEC, which estimates that over 8,000 hedge funds exist today, has expressed concerns over these largely unregulated private investment funds’ compliance with the numerous applicable federal and state securities laws. We advise on properly organizing and managing funds, registering them where required, and implementing sound investment strategies to help minimize risks and ensure compliance. We assist in preparing and submitting all essential documentation, including the various agreements and disclosures required to form and launch a fund, as well as the ongoing filings necessary to maintain it.

Experience

We counsel hedge fund clients on all aspects of structuring, forming and operating hedge funds. Our advice encompasses:

  • Advising hedge fund sponsors on forming and structuring funds with a variety of proprietary investment strategies.
  • Drafting fund limited partnership and limited liability company agreements.
  • Preparing private placement memoranda.
  • Negotiating and evaluating investments in financial instruments, such as pooled investment funds, futures agreements, repurchase agreements, swaps and other derivatives.
  • Advising fund managers on compliance with the Investment Advisers Act of 1940 and assisting with other ongoing compliance and regulatory matters.
  • Counseling fund managers on daily operations of fund management entities.
  • Advising activist fund managers on proxy solicitations.
  • Preparing federal and state securities filings.
  • Assisting fund managers and investors with preparing and completing due diligence items, including questionnaires that are submitted to prime brokers.
  • Organizing and registering investment advisers with the SEC and state regulators.
  • Advising clients in connection with Dodd-Frank and the JOBS Act.
  • Counseling clients with respect to SEC, CFTC, FINRA and NFA compliance.
  • Preparing compliance programs and conducting compliance reviews of registered investment advisers who manage hedge funds.
  • Counseling clients in connection with the marketing of hedge funds, including the presentation of performance information and review of advertising and marketing material.
  • Defending clients in SEC enforcement matters.
  • Providing advice on SEC proceedings.
  • Defending registered broker-dealers and representatives before the FINRA.
  • Advising fund managers in daily operations of fund-management entities.
  • Advising clients seeking to enter new markets, such as the EU.
  • Negotiating investment side-letters with large institutional investors.