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Jay B. Gould
Investment Funds & Investment Management
"The great thing about Pillsbury is they're always looking for the way it can be done at the lowest cost - they have real world experience."
- Chambers USA
Pillsbury represents a broad range of clients in the area of investment funds and investment management. We represent offshore and domestic private equity funds, hedge funds, real estate funds, mutual funds, investment advisers, benefit plans, broker-dealers, depository institutions, and other industry participants in a variety of strategic, regulatory, compliance and enforcement matters.
The members of our Investment Funds & Investment Management Team have extensive experience structuring, forming and maintaining funds, consummating complex and innovative transactions, and providing tax and regulatory advice to investment management industry participants.
We assist our clients with investment company registration, adviser and broker-dealer registration, and compliance with the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934. We also advise our clients on the Employee Retirement Income Security Act of 1974 as it relates to investment funds, including the ERISA “Plan Asset Regulation,” the Qualified Professional Asset Manager requirements, and fiduciary duties under ERISA.
We represent clients in inquiries, investigations and proceedings involving the Securities and Exchange Commission, the National Association of Securities Dealers (now the Financial Industry Regulatory Authority or FINRA), the Commodity Futures Trading Commission, the National Futures Association (NFA), the Department of Labor, the Internal Revenue Service, and other state and federal regulators. Our attorneys have represented clients in a wide array of investigations, including inquiries on market timing, late trading, conflicts of interest, and mutual fund sales practices involving questions of suitability, switching, breakpoints and point of sale disclosure. We continually monitor state and federal developments affecting our clients.
We regularly provide advice on the rules governing the conduct of broker-dealers, investment companies, investment advisers, depository institutions, and hedge funds, including written policies and procedures, supervisory procedures, and internal controls. We also have extensive experience in internal investigations.
We represent both U.S. and non-U.S. sponsors of private equity and hedge funds. Our team regularly advises these clients on matters including licensing and registration requirements, corporate transaction structure and documentation, and regulatory compliance. We have represented hedge funds and their employees in regulatory inquiries and advised on insider-trading policies and procedures.
We regularly provide advice to both private and registered funds on structural issues that dictate whether investment funds should be established offshore, whether registration will be required under U.S. securities laws, and whether investments will be permitted for government-sponsored benefit plans and benefit plans governed by ERISA or similar laws.
In the area of investment advisory activities, it is not unusual for companies to be confronted suddenly with investment adviser registration and compliance requirements. We provide practical advice about these requirements to clients involved in a variety of activities, including those who provide investment advice regarding unusual assets, such as real estate, and those who provide advice to U.S. persons from outside the U.S.
Many investment managers have affiliates that are registered broker-dealers. Our practice represents broker-dealers and their employees in SEC and SRO (self-regulatory organization) investigations and compliance reviews, and advises on policies and procedures and supervisory controls. Our broker-dealer practice is a natural outgrowth of our representation of traditional banking clients, many of which are foreign banks with substantial securities operations in their home countries. Financial services clients seek our advice concerning both U.S. and cross-border broker-dealer business. We advise on compliance with SEC Rule 15a-6 to enable clients to conduct business in the U.S. without having to register as a broker-dealer under the Securities Exchange Act.
Our clients include broker-dealer affiliates of banks, thrifts and trust companies chartered in the U.S. and abroad, unaffiliated broker-dealers and non-profit organizations partnering with broker-dealers to offer financial services and products to their members. Our broker-dealer clients serve institutional and retail customers through traditional operations and over the Internet. The diversity of our clients and their markets enables us to provide useful strategic perspectives, as well as industry-specific legal experience.