New SEC Co-Investment Relief Framework: Increased Flexibility for Business Development Companies and Closed-End Funds

Mr. Mahon has nearly 20 years of experience working with asset management clients in structuring, launching and managing regulated fund products and other permanent capital vehicles. He represents private equity firms, credit managers and other financial sector participants in a wide range of fund formation, capital markets and securities law matters, including both public and private offerings of business development companies (BDCs) and other alternative vehicles, such as registered closed-end funds and interval funds. Mr. Mahon also has extensive experience in advising asset managers on the unique regulatory complexities involved in launching and managing registered funds and BDCs, including as part of larger platforms, and has sought and obtained SEC exemptive relief on behalf of numerous clients. He has been involved with more than 100 debt and equity offerings, including over 20 initial public offerings (IPOs), reflecting an aggregate of over $10 billion in total proceeds. Mr. Mahon’s work in securities law and M&A includes providing guidance to many NYSE and Nasdaq-listed companies in connection with ongoing corporate governance and SEC reporting and compliance matters. He has routinely handled issues involving tender offers, proxy solicitations, going-private transactions, and beneficial ownership reporting obligations. Mr. Mahon previously worked in the U.S. SEC’s Division of Corporation Finance, where he earned the SEC Capital Markets Award. He is a prominent and engaged member of the investment management community and has spoken and written prolifically. Mr. Mahon has served as an adjunct professor at the George Washington University Law School since 2009, and at the Georgetown University Law Center since 2023. 

Mr. Man primarily represents investment advisers, registered closed-end funds (including tender offer and interval funds), and private funds (including exchange funds, hedge funds, and funds of one). His practice centers on regulatory matters relating to the Investment Advisers Act of 1940. Mr. Man also brings substantial experience to the formation of pooled investment vehicles both registered and exempt from registration under the Investment Company Act of 1940. Mr. Man is highly knowledgeable in the application of the Securities Act of 1933 to private investment funds as well as continuously-offered registered closed-end funds offering their interests in private placements, encompassing offerings without and with a general solicitation. He counsels investment advisers ranging from emerging managers to large global firms on all aspects of their operations, including registration and “status” questions, regulation and reporting, SEC examinations, seeding arrangements, and mergers and acquisitions. Among other things, Mr. Man guides clients on matters relating to custody, recordkeeping (including electronic records), trading, principal and cross-transactions, best execution, performance advertising, fiduciary duty and conflicts. He also has a significant practice counseling clients with respect to “wrap” and model portfolio programs. With respect to registered funds, Mr. Man acts as fund and independent trustee counsel. In addition, he regularly advises fund sponsors and finders with respect to broker “status” issues, including the so-called issuer exemption under Rule 3a4-1, in connection with offers and sales of fund securities.

Ms. Simon frequently counsels clients focused on making alternative asset classes and strategies available to a broader audience, including high-net-worth and retail investors. Her experience includes advising investment advisers, funds and boards of directors/trustees with regard to traditional and novel product offerings. Ms. Simon regularly advises on the practical and regulatory considerations central to the design, formation and ongoing operation of funds regulated under the Investment Company Act of 1940 (1940 Act), including interval funds, tender offer funds, business development companies (BDCs) and funds electing to be taxed as REIT). With clients ranging in size and background, from private fund sponsors to first-time sponsors of 1940 Act funds to longstanding 1940 Act fund complexes, Ms. Simon is well positioned to advise from a variety of vantage points. Also leading the firm's derivatives and commodities practice, Ms. Simon regularly assists registered and exempt commodity pool operators (CPOs) and commodity trading advisors (CTAs) in navigating multiple, and sometimes conflicting, regulatory regimes. She is a frequent author and lecturer on funds and derivatives, among other topics.