Services

GAP provides timely, practical answers to the legal and regulatory issues that investment management firms encounter.

Our lawyers have in-house experience taking day-to-day responsibility for the legal and compliance functions at investment management firms.

GAP is available to help you manage legal and regulatory risk with:

A risk inventory
An assessment against industry best practices
Concrete, cost-effective recommendations

Conflicts of Interest: A central focus of investment management regulation is conflicts of interest. We work with you to analyze the relationships among your firm, your investors, and your principals to spot potential conflicts of interest and institute policies and procedures to manage them.

Operating Platforms: Regulators have set detailed expectations for your operating platform, including rules and guidance on trading, recordkeeping, business continuity, and cybersecurity. GAP is available to review and provide advice on how to fill any gaps.

Product Offerings: GAP analysis may include certain legal and regulatory risks presented by the various private investment products you offer.

Investments: GAP is available to assess special legal and regulatory questions your portfolio instruments may present, including whether they:

Satisfy client investment guidelines or restrictions (for example, criteria for valuation, liquidity, leverage or counterparty risk)
Require special agreements with brokers, dealers, or other counterparties
Create allocation issues among clients
Can be cleared within required deadlines
Are issued or traded by affiliates of the adviser

We have experience negotiating agreements with:

Service providers and vendors, including administrators, custodians, broker-dealers, prime brokers, third-party marketers, and information services
Clients
Consultants
Employees

At GAP, we structure, negotiate, and facilitate investment transactions and optimize contract terms.

GAP advises clients on a range of complex transactions, including:

Acquisition and financing of investments, from plain vanilla debt and equity to more esoteric products
Private equity and venture capital investments
Tax-efficient cross-border investments, passive foreign investment companies (PFICs), tax credits, hybrid entities and instruments

GAP assists with all aspects of fund formation and product launches, including seed capital arrangements, side letters, and negotiation of sub-advisory, administration, trading, and service provider agreements. Throughout their careers, GAP lawyers have formed a variety of fund structures and types, including registered and non-registered funds and managed accounts.

Investor letters, presentations and other marketing materials require careful, nuanced review to ensure conformity with regulatory guidelines and best practices. GAP has the industry knowledge and experience to provide thorough, thoughtful and commercial guidance on these sensitive documents.

Investment managers often seek to enhance the value of their investments by engaging with issuers or shareholders regarding corporate governance, for example, by calling shareholder meetings. We guide you on the ground rules for engaging with issuers and we manage local counsel when the issuer is domiciled in a foreign jurisdiction.

Drawing on our deep experience in the investment management business, we craft clear and accurate descriptions of your business, investment practices, and operations, suitable for use with clients, prospects, and regulators. We also review your government reporting to confirm that you are capturing required information.

Investment advisers and their employees are subject to extensive regulation in both their professional conduct and their personal lives. GAP helps you draft compliance policies and procedures that reflect industry best practices, customized to address the practical realities of your business.

We have experience developing policies and procedures governing:

Code of Ethics, including employee personal trading, outside activities, misuse of material non-public information, and political contributions
Conflicts of interest, including transactions with affiliates and fee setting
Portfolio management, including investment guidelines & restrictions, valuation, custody, proxy voting, and position reporting
Trading practices, including best execution and soft dollars, trade aggregation and allocation, and trade errors
Marketing and advertising
Prevention of financial crime, including procedures to prevent misuse of material nonpublic information, money laundering, and bribery
Operations, including recordkeeping, cybersecurity, business continuity, protection of consumer privacy

Regulatory Examinations: GAP lawyers represent funds and advisers in connection with examinations by the SEC, CFTC, FINRA, NFA, and other US and foreign regulators. We manage your firm’s response, including collection and review of documents, arranging interviews, and interacting with regulatory staff, minimizing disruption to your business.

GAP registers advisers, their principals, and their investment products with the SEC and CFTC. We also register broker-dealers and their sales representatives with FINRA and with state regulators. We advise you on best practices for your registration processes, including who and what must be registered, what information to include to ensure accurate and complete filings, and where filings must be made.

GAP lawyers routinely work with clients in different jurisdictions (and time zones). We represent firms with operations, funds, and investment strategies outside the US.

We have extensive experience working with local counsel to:

Structure foreign management companies
Structure foreign investments
Establish foreign and offshore-domiciled investment vehicles
Prepare for foreign registration and market access
Comply with foreign regulatory regimes and securities laws
List on international exchanges
Manage regulatory examinations by, and inquiries from, foreign regulators

GAP helps managers assess potential business partners, counterparties, service providers, clients, and sub-advisers from legal and regulatory perspectives. GAP’s partners have participated in literally thousands of due diligence meetings with prospective clients, positioning us to help you prepare for due diligence meetings with your prospects.

GAP delivers customized live training, webinars, and training videos to familiarize your team with their legal and regulatory responsibilities, as well as your compliance policies and procedures. We also offer testing to help you demonstrate that your team knows what is required of them.

Scroll to Top