Hedge Funds, Private Equity Funds, Investment Management,
Technology, Media & Venture Capital
Riveles Wahab is a boutique law firm representing hedge and private equity funds, investment managers, startups, creative businesses, technology companies, and other ventures. We are dedicated to providing sophisticated, strategic and responsive counsel delivered in an efficient and cost-effective manner. Our attorneys thrive on finding innovative, high-value solutions to our clients’ unique challenges and watching their ventures succeed.
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FEATURED WHITE PAPERS
LAUNCHING A HEDGE FUND: A Detailed Overview and Primer.
Launching a hedge fund is a major undertaking that requires a systematic approach and experienced partners in a variety of industries and areas of expertise. Brokerage, legal, tax and technological considerations are essential to the development of a successful fund. Creating a legal and structural framework at the outset that is in tune with the fund’s investment objectives and investor base is the foundation for a successful fund. Read our outline of legal, structural and practical considerations to be evaluated in establishing your hedge fund here.
LAUNCHING A HEDGE FUND? Is Investment Adviser Registration Required?
For the founder of a new hedge fund, compliance with the new Investment Advisers Act registration regime is a critical initial step. If registration is required, investment advisory services may not be provided until SEC or state registration is obtained. Title IV of Dodd-Frank changed the regulatory landscape by basing registration not on the number of clients but on regulatory assets under management, thereby shifting regulatory authority over smaller managers to the states and regulating larger managers outright. This memorandum outlines which advisers must, may, or are prohibited from SEC registration.
GOING PRIVATE TRANSACTIONS: An Overview
Going-private transactions take a variety of forms but typically are (i) accomplished by a merger, tender offer or reverse stock split, (ii) spearheaded by the company’s senior management, and (iii) financed by third party debt and/or equity financers. The form chosen for the transaction in any particular case depends on need for outside financing, the composition of the shareholder base and the likelihood of a competing bid for the company, among other factors. Read more about going-private transaction here.
The New Change in ERISA’s “Fiduciary” Definition and its Effect on Private Fund Managers
After several years of debate and revision, a Department of Labor regulation, revising the definition of a “fiduciary” as it applied to investment managers, became applicable on June 9, 2017. The new regulation expands the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended, to encompass certain entities and persons which provide nondiscretionary investment advice to pension plans and to individual retirement accounts, with certain exemptions. The regulation introduces a new category, called “service fiduciaries,” under which fund managers and advisers could become subject to ERISA in connection with a pension plan or IRA’s “decision to invest” in the fund (or to “maintain such investment” in the fund), should the manager provide “investment advice” or “investment recommendations” directly to the pension plan or IRA holder. In essence, any communications to such investors that are designed to solicit investment or encouragement more of it may constitute “investment recommendations.”
AI Changes Notice to Clients 2020
On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted amendments to the deﬁnition of an “accredited investor” under Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Amendments”). The Amendments become eﬀective 60 days after...
Kaiser Wahab Presents on Intellectual Property Issues in M&A to Nevada Bar
Riveles Wahab partner Kaiser Wahab is thrilled to have been invited by the Intellectual Property Law Section of the State Bar of Nevada to speak at the 2018 Intellectual Property Law Conference at the William S. Boyd School of Law in Las Vegas on October 5th. Kaiser’s presentation will focus on the various intellectual property issues that counsel should consider in merger and acquisition transactions. The major elements his talk will cover how to conduct due diligence on intellectual property assets (including UCC considerations, liens, and encumbrances); how to properly transfer ownership of IP, including filing assignments with the Copyright Office and Patent and Trademark Office; unique warranties, representations, indemnities, and discloses relevant when significant IP is at play; and how to properly maintain rights in the intellectual property after it is transferred.
Intellectual Property Considerations in M&A Transactions
On April 4, 2017, Riveles Wahab LLP partner Kaiser Wahab gave a presentation on the unique considerations for attorneys when a client is purchasing or merging with a company for which intellectual property is a key asset. For traditional businesses with physical assets, due diligence may come with reasonably obvious do’s and don’ts. However, in M&A deals where intellectual property is the key or sole asset, due diligence becomes even more critical yet far less obvious in terms of best practices. In such deals, often unique and powerful transaction structure and drafting considerations come into play that are unfortunately overlooked as practitioners often make unwarranted assumptions regarding IP ownership and/or curing defects. Moreover, there are often misconceptions about the applicability of ordinary representations, warranties, and other M&A provisions to IP as a “one-size-fits-all” solution to the often unique array of defects and other “wrinkles” attached to the IP. In these cases, valuing and structuring the transaction can be adversely affected, the post transaction operations of the target business can be compromised, and the rights of both purchaser and seller can be significantly undermined.