Funds Regulatory

Cleary Gottlieb’s Funds Regulatory team helps asset management platforms and their funds navigate the full range of U.S. and international regulatory requirements involved in launching and operating investment funds.

The team advises both funds and their asset managers on compliance with the federal securities laws (including the Securities Act, the Exchange Act, the Advisers Act, and the Investment Company Act), FINRA rules, the Volcker Rule, other U.S. bank statutes and regulations, the federal commodities laws, ERISA, and more.

Our expansive team includes lawyers across a variety of specialties with decades of experience advising investment advisers, registered funds, BDCs, and other regulated entities, and with the knowledge and experience needed to help our clients navigate the increasingly complex and interconnected regulatory environment. Our areas of experience include:

Investment Adviser Regulation & Compliance

• Advisers Act issues, including status, registration and exemption considerations, compliance with substantive requirements, consent processes, and industry best practices
• Advising U.S. and non-U.S. family offices on Advisers Act requirements and related business strategies and transactions, including formation and registration of spin-off registered and exempt investment advisers
• Representing and defending investment advisers in SEC examinations and enforcement actions
• Advising on compliance program design and ongoing regulatory obligations

Fund Structuring & Investment Company Act Matters

• Investment Company Act issues, including complex status questions and applicable exemptions
• Formation and operation of registered closed-end funds, including listed funds, tender offer funds, and interval funds
• Launch and management of business development companies (BDCs), including listed, publicly offered semi-liquid, and private perpetual structures
• Investment Company Act compliance considerations for registered funds and BDCs within broader asset management platforms

SEC Relief, Transactions & Product Innovation

• Seeking and obtaining SEC exemptive relief (e.g., employee securities companies, co-investment programs, multi-class structures) and advising on ongoing compliance
• Securities Act issues in complex public and private offering processes
• Advising on novel product structures and evolving fund models

Broker-Dealer, Markets & Distribution Regulation

• Exchange Act and FINRA rules applicable to broker-dealers, including captive broker-dealers and use of placement agents or deal sourcing relationships
• Regulatory considerations in distribution, capital raising, and investor onboarding

Private Funds, Institutional Investors & ERISA

• ERISA considerations in structuring and operating investment vehicles, including:
  • “Plan asset” rules (e.g., 25% test, VCOC/REOC exceptions, publicly offered securities)
  • Fiduciary duties, prohibited transactions, and reporting obligations

Banking, Volcker & Cross-Regulatory Regimes

• Volcker Rule compliance for sponsored funds and funds with bank investors
• Navigating simultaneous bank regulatory and securities law considerations in complex transactions involving banks, advisers, and broker-dealers

Commodities & Derivatives Regulation

• Advising on Commodity Exchange Act and CFTC regulation
• CPO/CTA registration, exemptions, and ongoing compliance (disclosure, reporting, filings)

Digital Assets & Emerging Technologies

• Advising digital asset companies on structuring and regulatory implications of bespoke financing and tokenization transactions