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Overview

"Clients often tell me they learn something every time we work together. As their counsel, my primary focus is always on completing the matter at hand. However, clients appreciate efforts to de-mystify legal issues, leaving them better-prepared to identify and manage future legal matters."

Jim’s practice covers a broad range of clients and aspects of the investment management industry.  He works with institutional investors, investment managers, broker-dealers and private fund sponsors in all manner of securities, corporate and governance matters and transactions.  Jim’s clients rely on his expertise in areas such as private fund formations, U.S. private securities offerings, domestic and offshore investments, investment adviser and broker dealer formations and registrations, as well as compliance with U.S. securities laws and the regulations adopted by the U.S. Securities and Exchange Commission, the Commodities Futures Trading Commission, FINRA and various other federal and state securities regulators.

Jim serves as investment counsel to several state and municipal public pension funds across the United States and provides counsel regarding U.S. and international investments, secondary market transactions, negotiation of investment management, custodial and brokerage agreements, as well as advice on investment related issues, such as internal compliance processes, insight into developments in securities law and regulations, and investment-related fiduciary and governance matters.

He has also counseled private fund sponsors in the U.S. and across the globe on a wide range of corporate and legal compliance matters, including structuring and formation of U.S. and international private investment funds, exemptions from adviser and offering registrations under U.S. securities laws, preparation of fund governing and offering documents, marketing and placement agent arrangements, co-investment arrangements, secondary transfers and internal compliance matters.

Finally, Jim works with a variety of wealth and asset managers, investment advisers and broker-dealers, and placement agents and M&A brokers on formations, preparation of client and customer account agreements, registration and compliance under U.S. federal and state securities laws and regulations, SEC inquiries and exams, representative transitions under the Protocol for Broker Recruiting and mergers and acquisitions. 

Jim is an active member of the investment management community, frequently publishing articles and speaking on panels addressing issues effecting his clients.  He is a member of the Hedge Fund Association (HFA) and a leader on its Regulatory and Government Committee.  Jim is also the chair of the Securities Regulation Working Group for the National Association of Public Pension Attorneys (NAPPA) and a member of the National Council on Teacher Retirement (NCTR).  He has published articles and been quoted in such publications as Investment News, Pensions & Investments, the NAPPA Report and Investment Advisers Association Newsletter.

Jim frequently speaks on panels and participates in webinars addressing various investment management and regulatory compliance issues, and is a guest lecturer at The George Washington University School of Business.

Recognition

Named to “Legal Elite” (Business Law), Virginia Business, 2018

Experience

Experience

Serve as investment counsel to institutional investors, including state public pension funds, college and university endowments, international development finance institutions and multi-lateral development banks with assets under management ranging from $9 to $115.5 billion.

Provide legal counsel to U.S. and non-U.S. private investment fund sponsors with the formation and offering of domestic U.S. and off-shore funds, including drafting organizational and offering documents and providing advice regarding fund structure, market investment terms and compliance with U.S. securities laws and regulatory compliance.

Review, analyze and negotiate investments ranging from US$5 to US$600 million in U.S. and non-U.S. private investment funds, SMAs, joint ventures and funds-of-one and provide legal counsel regarding sale and purchases of portfolio interests in the secondary private equity market transactions.

Provide legal counsel to institutional investors, investment advisers and broker-dealers regarding compliance with U.S. securities laws, including the Securities Act of 1933, the Investment Company Act of 1940, Investment Advisers Act of 1940 and Securities and Exchange Act of 1934, and the regulations adopted by the SEC, CFTC, FINRA and other regulatory agencies and self-regulatory organizations.

Represented private equity funds and strategic buyers and sellers in mergers and acquisitions transactions, coordinating the work of attorneys across practice areas, drafting and negotiating agreements and managing the due diligence process.

Notable Transactions 

Negotiation of investment management agreements for separately managed accounts for management of US$1.6 billion each.

Negotiated the structure and drafted the organizational documents for an institutional investor’s fund-of-one into which private fund interests, valued at US$115 million, were transferred for the purpose of obtaining advanced liquidity from a third party manager.

Regularly negotiate private investment fund subscriptions by institutional investors aggregating approximately US$1 billion annually.

Advised a European multi-lateral development bank and developmental finance institution (DFI) on the application of the FINRA New Issues Rule to investments in private equity funds in the United States and compliance with U.S. securities laws with respect to the offering of interests in a pooled investment vehicle manage by the DFI.

Serve as U.S. counsel to an emerging market private equity fund offering interests in the United States, preparing U.S. versions of offering, subscription and organizational documents and providing advice regarding compliance with U.S. securities laws.

Provided investment counsel to a newly formed registered investment adviser with US$1. 5 billion in assets under management regarding structure, formation and document templates for the firm, and the transfer of representatives and client accounts from a large wirehouse pursuant to the Protocol for Broker Recruiting.

Perspectives

Speaking Engagements

Publications

Community

Community

Professional Affiliations

Virginia Bar Association

DC Bar Association

American Bar Association, Business Section

Hedge Fund Association, Government Regulation and Lobbying Committee

National Association of Public Plan Attorneys (NAPPA), Chair, SEC Working Group

Beyond the Law

Beyond the Law

Jim is an avid history buff and has been all his life.  In fact, his love of early United States history was the catalyst which led the New Jersey-raised boy to attend the College of William and Mary in Virginia.  In his senior year at W&M, Jim worked for the nearby Colonial Williamsburg Foundation as a research assistant, but also as a character in costume in the colonial village.  Jim played a sergeant in the Virginia colonial militia.  He had the opportunity to fire cannons and muskets, teach tourists about colonial history and was even pictured in the Colonial Williamsburg visitors brochure (which has fortunately been lost to time)!  He also lost a lot of weight from wearing wool all day in July.

Today, Jim confines his love of history to books and museum trips, and his interests have moved backwards in time to Medieval Europe and Ancient Near Eastern studies.  Still, he is passing his love of history on to his son and daughter (whether they like it or not) and intends to participate in an archeological dig for a vacation in the near future.

The Georgetown Law Center, LL.M. in Securities and Financial Regulation, with Distinction,

University of Richmond School of Law, J.D., cum laude,

  • John Marshall Scholar
  • Editor of the Journal of Law and Technology.

University of Richmond  Graduate School of Business, M.B.A., with honors

The College of William and Mary, B.A., History and Political Science

  • Virginia
  • District of Columbia
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