Tag Archives: hedge fund law

Hedge Fund Registration Becoming More Likely

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SEC Commissioner Calls for Hedge Fund Registration in Two Recent Speeches

In two separate speeches this year SEC Commissioner Luis A. Aguilar has called for hedge fund registration.  Commissioner Aguilar, appointed to the Commission last year, asked Congress to pass legislation amending the Investment Advisors Act to give the SEC authority to regulate hedge funds or hedge fund advisors.  Aguilar believes that increased regulation will provide the SEC with more information about funds and will also give the SEC the necessary tools to identify and potentially prevent misconduct prior to investor losses.  Continue reading →

Washington DC Hedge Fund Law

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Starting a hedge fund in the District of Columbia

In DC, things are starting to get back to normal post-election.  Hedge fund and investment managers who are located in DC, however, will generally need to be registered as investment advisors with the Department of Insurance, Securities and Banking (ISB).  I’ve reviewed the DC investment advisory rules and have found that they have the standard investment advisory definition and, generally, no exemption from the registration provisions for hedge fund managers.  This means that start up hedge fund managers with a place of business in DC will need to register as an investment advisor with the ISB.  The ISB website is fairly helpful and provides links to good information regarding registration.  I have posted one of these resources below, dealing wih the filing requirements for DC investment advisory registration.  Continue reading →

MBA Students Run Hedge Fund

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It is no secret that some of tomorrow’s brightest hedge fund managers are working with investment management and hedge fund techniques during their MBA programs.  Sometimes the work is self initiated – running incubator hedge funds outside of class.  Sometimes the work is part of a school sponsored program or class designed to give MBA students a crash course in hedge fund management.  The release below discusses a recent program by Cornell’s Johnson school which has been particularly successful.

If you are a current MBA student and are thinking about starting an incubator hedge fund, or other type of asset management business, we would be happy to discuss your current and future plans.  Continue reading →

Secondary Hedge Fund Market

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Company Promotes Secondary Hedge Fund Trading

Some hedge funds, for a number of potential reasons, are closed for further investment by outside investors.  In these cases outside investors can try to get into the funds organically or they can enter the fund through the secondary hedge fund market.  In the secondary market, interests in a hedge fund are sold by withdrawing investors to investors who want to get into the fund.  There are many reasons why an investor would choose to sell through the secondary market instead of simply redeeming.  The most obvious is that the investor needs immediate liquidity.  While there is a small secondary market in hedge fund interests, it is not always easy to find investors wishing to sell on the secondary market.  Continue reading →

Revising Hedge Fund Offering Documents

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It is very important that hedge fund managers always provide potential investors with hedge fund offering documents which are current and up to date.* Because of certain changes to the various hedge fund laws within the past few months (and because of the increased likelihood of future rules/regulations changes) a hedge fund private placement memorandum which was current 3 months ago will likely need to be revised.

*As always, hedge fund offering documents should only be drafted by a knowledgeable hedge fund attorney.

Specifically, there are two changes which will need to be implemented immediately – the change of the new issue rule (applicable to most funds) and the abolition of Section 409 (applicable to a small number of hedge funds). This article will detail the changes that will need to be made and will discuss how your hedge fund attorney will go about this. Continue reading →

New York Hedge Fund Law

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Starting a Hedge Fund in New York

It is no secret that New York is the center of the investment management universe and the home of a large majority of hedge funds.  For both small and large managers New York offers many befits, namely a proximity to Wall Street and many of the investment banks and also an exemption from investment advisor registration (see discussion below).  This article discusses the New York investment advisor exemption, the Form 99 filings and New York investment advisor FAQs. Continue reading →

Madoff Whistleblower

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The hedge fund industry has been shaken by volatile financial markets and the Madoff investment scandal of December 2008.  While the hedge fund and investment management industries are changing because of these twin forces, many people are looking back to try to piece together what has happened and more importantly why it happened.  One primary source will definitely be “The World’s Largest Hedge Fund is a Fraud” – a whistleblower manifesto provided to the SEC on November 7, 2005 by Harry Markopolos.  This article provides a link to the manifesto (Madoff Whistleblower Report), and discusses the observations and predictions therein. Continue reading →

Hedge Fund Affiliated Broker Dealer

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What does it mean for a hedge fund to have an affiliated broker-dealer?

Definition of Broker-Dealer

We will start off by defining a broker-dealer.  Basically a broker-dealer is the term used in the investment management industry for a firm which executes securities trades.  The trades may be executed by these firms through an agency relationship (commission) with the client or through dealer (mark up) relationship with a customer.  Some firms act in only one capacity and some act in both capacities depending on the securities traded. Continue reading →

Hedge Fund Taxation – Law School Professor Perspective

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Overview of Hedge Fund Taxation

The following is a reprint of the Joseph Bankman’s testimony before Congress.  Mr. Bankman is a professor at Stanford Law School.  While the testimony has a bias against the current hedge fund taxation structure, it provides a great overview of hedge fund tax issue, specifically the taxation of the hedge fund performance fee (also known as a “performance allocation,” “carried interest” or “carry”).  Ultimately the future of the hedge fund taxation regime will be decided in the political arena, but this article provides a good overview of the arguments for changing the current tax code.  Continue reading →

IRC Subchapter K – Partners and Partnerships

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Below is Subchapter K of the Internal Revenue Code.  Most hedge funds are taxed as partnerships and we discuss some of these provisions from time to time on this website.  Please let us know if you have any questions on hedge fund tax or if you would like to start a hedge fund.  Continue reading →