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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Wednesday, August 14, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will discuss the exemption provisions of the Investment Adviser Act, Securities Act, Exchange Act, and Investment Company Act that are relevant to private equity, venture capital, and hedge funds. The program will provide an in-depth analysis of each of the exemption requirements, as well as the pros and cons of seeking exemption from registration under these Acts.

Faculty

Ruth Jin
Partner, Leader Private Investment Funds Practice
Moses & Singer LLP

Ms. Jin has 20 years of experience delivering high-quality and business-focused legal solutions to private fund sponsors and asset managers of all sizes and strategies. She has formed, structured, re-structured, and advised numerous private funds. Her work encompasses a variety of matters, including fund formation, regulatory compliance, exit strategies, private and public securities offerings, forming a SPAC, and guiding portfolio companies for their initial public offerings. In addition, Ms. Jin has extensive experience advising businesses through all stages of growth from start-up and capital raising right through to initial public offering and their ongoing securities law compliance and periodic reporting.

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Ivet Bell
Partner
Freshfields Bruckhaus Deringer

Ms. Bell represents alternative asset managers and their investors on fund formation, sale and regulatory matters throughout manager and fund life cycles. Her experience extends across closed, open and evergreen structures and includes strategies such as buy-out, credit, secondaries, GP stakes, insurance, real estate, venture, special situations, social impact, long/short, global macro and real estate. Ms. Bell advises on structuring, offerings, co-investments, joint ventures, managed accounts, regulatory compliance, sponsor arrangements and carry plans, seeding and staking investments, fund conduit vehicles, manager spin-offs and end-of-life considerations, among other matters.

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Description

When forming and operating private equity, venture capital, or hedge funds, fund managers and their counsel must navigate a maze of regulations under the Securities Act, the Exchange Act, the Investment Company Act, and the Investment Advisers Act.

Funds seeking an exemption from registration requirements of the Securities Act must have a keen understanding of who are accredited investors, as well as the general solicitation and advertising rules under Reg D. Exemption from broker-dealer registration is critical for partners and employees of private funds. Funds seeking an exemption from the disclosure and reporting obligations under the Exchange Act must pay particular attention to the 2000 investor limit, particularly concerning master-feeder structures and parallel fund structures.

Certain exemptions from the Investment Company Act require funds to either limit their number of investors to 100 or exceed that number only if the fund is owned by "qualified purchasers." Fund managers that choose to register as investment advisers under the Investment Advisers Act must limit their investors to "qualified clients." The two exemptions advisers can use to obtain exempt reporting status are the private fund adviser exemption and the venture capital fund adviser exemption.

Listen as our authoritative panel of finance counsel discusses registration exemptions available to investment funds under the Investment Adviser Act, Securities Act, Exchange Act, and Investment Company Act. The panel will cover the pros and cons of seeking exemption from registration under these Acts and proposed legislative changes under the current administration.

Outline

  1. Investment Company Act of 1940
    1. Qualified purchasers
    2. Less than 100 investors
    3. Funds owned exclusively by qualified purchasers
    4. Knowledgeable employees
  2. Securities Act of 1933
    1. Accredited investors
    2. General solicitation and general advertising
    3. Offerings Under Reg D
    4. Offshore offerings under Reg S
  3. Securities Exchange Act of 1934
    1. Investor limits
    2. Other rules
  4. Investment Advisers Act of 1940
    1. Qualified clients
    2. Exempt reporting advisers

Benefits

The panel will review these and other key issues:

  • Why is it important for private funds to remain private?
  • Who are "qualified purchasers" under the Investment Company Act exemption that requires funds to be owned exclusively by qualified purchasers?
  • What benefits may fund managers enjoy by registering as investment advisers under the Investment Advisers Act?