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Hedge Funds: Formation, Operation, & Compliance




Approved for CLE credit in: AK,AZ,CA,ME,MO,ND,NJ,NY,WV

The hedge fund industry has grown exponentially over the past few years and particular hedge funds have been making headline news for both good and bad reasons. The industry has attracted the attention of investors and regulators more than ever.

This course will provide an overview of the rules related to operating a hedge fund. Faculty will discuss how to avoid problems in the enforcement environment and provide best practices for protecting hedge fund advisers from liability. The registration process, requirements applicable to a registered advisers and operating issues involving hedge funds will be examined. Finally, top practitioners and representatives of the SEC will discuss the SEC's views on hedge fund issues.

Although this program is intended for professionals in the hedge fund industry, as well as experienced lawyers who practice in hedge funds, lawyers who are interested in developing hedge fund expertise will also benefit.

Recorded May 7, 2007
Running Time: 3 Hours 35 Minutes

Provided By: New York City Bar


I. Forming and Operating a Hedge Fund 0:00-1:00

  • Formation considerations
    • Exemptions from Investment Company Act
    • Common structures
    • Recent SEC proposal
  • Registering as an adviser and compliance issues
  • Employment agreements and benefit issues
    Stephanie R. Breslow, Lear Landa & Christopher M. Wells

II. Raising Capital for Hedge Funds and their Managers 1:00-1:45

  • IPOs of private fund managers (Fortress & Blackstone)
  • Considerations when acquiring or investing in a hedge fund manager
  • Registered funds of hedge funds
    Jennifer M. Cattier, Ruth S. Goodstein & Nora M Jordan

III. Hedge Fund Operating Issues 1:45-2:30

  • Prime broker issues
  • Counterparty risk management practices
  • Contractual disputes
  • Trading systems and platforms
  • Confidentiality
    Norman B. Champ III, Michael Huber & Erik R. Sirri

IV. Avoiding Problems and the Enforcement Environment 2:45-3:35

  • Recent CFTC enforcement issues SEC inspections
    • Who gets reviewed and how often
    • SEC hot issues
    Gene A. Gohlke, Nora M. Jordan & Stephen J. Obie

V. Questions and Answers

Time breakdown is approximate

CLE Credit Information

Click on the state abbreviation to find the CLE Credit Information for your state.

This program is has been approved for credit in AK,AZ,CA,ME,MO,ND,NJ,NY,WV

Experienced attorneys only (non-transitional)

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Panelist Biographies

Christopher M. Wells

Proskauer Rose LLP

Christopher M. Wells is partner in the law firm Proskauer Rose LLP whose practice focuses on the organization and representation of hedge funds and other pooled investment vehicles. Chris advises clients on all aspects of fund formation and ongoing compliance with securities, commodities and tax laws. His clients range from large institutional investment advisers to small independent fund managers. Chris is a frequent speaker at conferences on investment funds and money managers, and is the author of various articles on the private equity and hedge fund industries. Before joining Proskauer Rose in 2005, Chris was a partner at Coudert Brothers LLP, where he was head of the Global Investment Funds Practice and a member of the Executive Board.

Stephen J. Obie

Regional Coordinator
New York Office of the Commodity Futures Trading Commission

Stephen J. Obie is the Regional Coordinator for the New York Office of the Commodity Futures Trading Commission and the Regional Counsel / Associate Director of the Division Enforcement. As part of his responsibilities, Mr. Obie heads the CFTC's NY enforcement program, serves as the chief ethics officer for the office, and coordinates regional staff. Mr. Obie received his law degree, cum laude, in 1991 from SUNY Buffalo. After law school, he clerked for the Hon. Jerome F. Hanifin of the NYS Court of Claims and at the Office of the Staff Attorneys for the US Court of Appeals for the Eighth Circuit. Prior to joining the CFTC in 1998, Mr. Obie was an associate in the litigation department of Fried Frank Harris Shriver & Jacobson.

Leor Landa

Investment Management/Private Funds Group
Davis Polk & Wardwell

Leor Landa is a member of Davis Polk & Wardwell's Investment Management/Private Funds Group. He advises a wide range of clients on the development, formation, marketing and operation of private investment fund complexes, including private equity funds, hedge funds, hybrid funds, real estate funds and funds of funds. Mr. Landa has advised private fund managers in connection with profit sharing and other principal and employee arrangements. He has advised various clients in connection with structuring and executing private equity, structured equity and public market transactions as well as acquisitions of investment advisers. He has also advised institutional investors investing in private funds. He is listed in IFLR's Guide to the World's Leading Private Equity Lawyers and the IFLR1000. He is also recommended for private equity fund formation in Chambers USA: America's Leading Lawyers for Business and the Practical Law Company's Cross-border Private Equity Handbook. Representative private fund clients have included Corsair Capital, Credit Suisse/DLJ Merchant Banking, Avenue Capital, Alexandra Investment Management, Morgan Stanley and J.P. Morgan. Mr. Landa joined Davis Polk in 1998 and became a partner in 2005. He graduated from The Johns Hopkins University in 1994 and in 1997 received his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar. He clerked for the Senior Judges of the District of Columbia Court of Appeals from 1997 to 1998. Mr. Landa is admitted to the bar of New York.

Nora M. Jordan

Co-head of Investment Management Group
Davis Polk & Wardwell

Nora M. Jordan, co-head of Davis Polk & Wardwell's Investment Management Group, advises clients on collective investment vehicles, including hedge funds, mutual funds, closed-end funds and private equity funds. She acts as counsel to the adviser, the fund or the independent directors, depending on the client. Many of her matters involve advising clients concerning compliance with the Investment Company Act and Investment Advisers Act. She also provides exemptive advice concerning the Investment Company Act for industrial holding companies and non-U.S. trading companies, banks, insurance companies and other financial institutions. Ms. Jordan has also worked on a number of acquisitions, reorganizations and structurings of asset managers. They include Morgan Stanley's investments in various hedge funds (Avenue Capital Group, Lansdowne Partners, FrontPoint Partners), as well as its merger with Dean Witter and J.P. Morgan's investment in American Century as well as its merger with Chase Manhattan Bank. Ms. Jordan frequently provides advice to financial institutions that have affiliated asset managers and broker-dealers. Principal and agency transactions between asset manager clients and broker-dealers are highly regulated, and Ms. Jordan provides advice on these regulations as well as other regulations affecting hedge funds, advisers and mutual funds. Ms. Jordan joined Davis Polk in 1983 and became a partner in 1995. She graduated from the University of Notre Dame in 1980 and in 1983 received her J.D. from Duke University School of Law, where she was note and comment editor of the Duke Law Journal and a member of the Moot Court Board. She attended the Universidad de Anahuac in Mexico City from 1977 to 1978, where she studied Spanish. Ms. Jordan is a frequent speaker and author on a variety of investment management topics. In the past year, she was a panelist at a number of conferences on a variety of asset management issues (e.g., hedge fund issues, investment advisers issues, international fund issues and Investment Company Act issues). Ms. Jordan was named one of the leading individuals in private equity fund formation by Chambers USA: Leaders in their Field (2004, 2005). She was listed in IFLR 's 2005 Guide to the World's Leading Private Equity Lawyers and in January 2003, she was named as one of the rising stars of the legal profession in The American Lawyer magazine's "45 Under Forty-Five" issue

Michael Huber

Vice President and Assistant General Counsel
Goldman, Sachs & Co

Michael Huber is Vice President and Assistant General Counsel in the Legal Department at Goldman, Sachs & Co., where he advises the prime brokerage business and the fund derivatives desk. Michael joined the firm in April 2005 after five years as an associate at Davis Polk & Wardwell, where he advised financial institutions and hedge funds on various financial products, broker-dealer regulation and cross-border collateral issues. In 2001 he also worked in Deutsche Bank's legal department covering prime brokerage issues. Michael received an LL.M. degree from the NYU School of Law in 2000 and graduated from the University of Bern (Switzerland) School of Law in 1997. He is admitted to the bars of New York (2001) and Bern, Switzerland (1997).

Ruth Goodstein

Founding Partner
Central Park Group

Ruth Goodstein is a Founding Partner of Central Park Group and has over 20 years experience in the financial services industry. She most recently served as the Chief Operating Officer of Robeco-Sage Capital, an institutional hedge fund-of-funds firm. Prior to Sage, Ms. Goodstein was a Senior Vice President in the UBS Financial Services Alternative Investment Group overseeing product development, product management and marketing. Prior to UBS, Ms. Goodstein was Associate General Counsel at JP Morgan Investment Management, worked in global compliance at Bankers Trust Company and as an attorney at Oppenheimer & Co., Inc. Ms. Goodstein began her career at the law film of Goodkind, Wechsler, Labaton & Rudoff. Ms. Goodstein graduated from Cornell University and has a J.D. from Brooklyn Law School. She has served on several NASD District 10 Committees and is a regular speaker at industry conferences.

Gene A. Gohlke

Associate Director
Securities and Exchange Commission

Gene A. Gohlke is Associate Director for Investment Company and Adviser Compliance in the Securities and Exchange Commission's Office of Compliance Inspections and Examinations. In this position, he is responsible for managing the Commission's program for the examination of registered investment companies and investment advisers. Mr. Gohlke has been a member of the Commission's staff since 1975.


Assistant Division Director
U.S. Securities and Exchange Commission

Matthew Eichner is currently an Assistant Division Director at the U.S. Securities and Exchange Commission where he heads of the Office of Prudential Supervision and Risk Analysis in the Division of Market Regulations. The Office implements the Commission's consolidated supervision program for internationally active US Investment Banks. He is also an Adjunct Professor of Economics and Finance in the Department of International Economics at Johns Hopkins University School of Advanced International Studies. Formerly, he was Assistant Professor of Economics and Finance at Columbia University Graduate School of Business. He holds a Ph.D. in economics from MIT, a Masters of Public Policy from the John F. Kennedy School of Government at Harvard University, and is a CFA Charterholder.

Norman B. Champ III

Executive Vice President and General Counsel
Chilton Investment Company, LLC

Norman B. Champ III is the Executive Vice President and General Counsel of Chilton Investment Company, LLC an investment adviser to long/short equity hedge funds and managed accounts with $3 billion in assets headquartered in Stamford, Connecticut. Mr. Champ has been a panelist on hedge fund topics at several Practicing Law Institute programs and for the International Bar Association. Mr. Champ is member of the Hedge Fund Advisory Committee of the Managed Funds Association, an industry trade group. Prior to joining Chilton in 1999, Mr. Champ was with the law firm of Davis Polk & Wardwell. From 1990 to 1992, Mr. Champ clerked for the Honorable Charles S. Haight, Jr. of the U.S. district Court for the Southern district of New York. Mr. Champ has an A.B. in History from Princeton University and a J.D. from Harvard Law School. He was a Fulbright Scholar at King's College London where he received his M.A. in War Studies.

Jennifer Cattier

Executive Director Legal and Compliance Division
Morgan Stanley

Jennifer Cattier is an Executive Director in Morgan Stanley's Legal and Compliance Division, providing legal coverage to the private equity and infrastructure groups within Morgan Stanley Investment Management's Direct Investing group. Ms. Cattier has extensive experience over a broad range of alternative investments, including private equity funds, hedge funds and funds of private equity funds and funds of hedge funds. Her practice includes fund formation, portfolio transactions and various regulatory issues facing registered investments advisors and financial institutions. She also has provided counsel on Morgan Stanley's strategic transactions with and acquisitions of investment managers. Prior to joining Morgan Stanley, Ms. Cattier was an Associate in the New York office of Sullivan & Cromwell, where she practiced in the general corporate group, focusing on mergers and acquisitions and corporate and securities transactions. Ms. Cattier received her J.D. from Brooklyn Law School, summa cum laude, and a B.S. in Biochemistry from Trinity College.

Stephanie R. Breslow

Schulte, Roth & Zabel LLP

Stephanie R. Breslow a partner at Schulte Roth & Zabel LLP practices in the investment management group. Her practice includes hedge and private equity funds, funds of funds and structured investment products. Ms. Breslow is a cum laude graduate of Harvard University, and received her law degree from Columbia University, where she was a Harlan Fiske Stone Scholar. Ms. Breslow is a past-chair of the Private Investment Fund Forum and is on the founding board of the Wall Street Hedge Fund Forum. She has published books and articles on investment management issues, and is a frequent speaker on investment funds, limited liability companies and partnerships.

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Hedge Funds: Formation, Operation, & Compliance



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