Investment Management

Our investment management team has a strong and proven track record of assisting clients across the country with the structuring and formation of investment funds, as well as compliance and regulatory matters, project finance structuring, business transactions, and tax issues. Clients benefit from a team comprises experienced and nationally recognized attorneys from a diverse spectrum of practices.

The world of investment management is complex, constantly changing, and affected by a vast assortment of business and legal issues. Venable’s investment management team has a strong track record of helping investment advisers and financial products sponsors navigate this diverse legal and regulatory landscape.

Our experience extends across a range of financial products, including private investment funds; REITs and real estate funds; wrap fee programs and other investment advisory platforms; and mutual funds and exchange-traded funds.

We bring an experienced team of attorneys from a variety of disciplines, including tax, ERISA, securities regulation and enforcement, anti-money laundering, and labor and employment. Clients also benefit from our highly regarded corporate and transactional capabilities.

Investment Fund Formation and Management

We assist our clients with the formation and structuring of a broad array of private investment funds, ranging from domestic and offshore hedge funds, to private equity and real estate funds.
Our work in this area is broad, and can include the drafting of service provider agreements, advising on the marketing and distribution of the fund, drafting and negotiating transactional documents, drafting policies and procedures, and, if necessary, litigation support.

We have particular experience representing clients who are forming or investing in a real estate fund or real estate investment trust (REIT). We help these clients acquire and sell interests in real property and counsel them on all issues related to financing, asset securitization, and lending. Should a loan go into default or require a workout, we’re able to help with that as well. When litigation is required, our team stands ready to assist, using our vast experience in litigating private securities matters.

Members of our team also have significant experience counseling program sponsors and investment managers on the structuring, marketing, and distribution of wrap fee programs and other investment advisory platforms. Because our team includes attorneys who have practiced in-house at several large financial institutions, we have a unique perspective on the roles and responsibilities of sponsors and managers, as well as the operational and technological issues faced by broker-dealer sponsors.

Counsel to Registered Investment Advisers Across the Country

Investment advisers frequently seek our counsel on registration, regulation and compliance, management, and other issues, which helps them operate successfully. We have experience assisting advisers in all aspects of their operations, from forming the investment entity to the key issues faced by a growing organization.

Regulatory Compliance, Securities Litigation, and Enforcement

We advise our clients on a broad range of issues related to federal and state securities laws. Many of our clients consult us for counsel on front-end compliance issues in order to mitigate risk.

Should an investigation be initiated, we defend organizations before securities agencies, including the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the U.S. Department of Justice (DOJ), the Commodity Futures Trading Commission (CFTC), and others.

Our team is at the forefront of defending against regulatory and investigative initiatives, and we handle all manner of civil and criminal investigations. When faced with litigation, we assess all options, including negotiating favorable settlements for our clients.

For clients seeking to have their voices heard on Capitol Hill, we leverage the experience of our legislative advisers and attorneys to influence securities law policy and regulation.

Mezzanine Finance

We represent lenders, investors, and issuers in structuring and closing debt and equity transactions. An essential part of our work is negotiating subordination and intercreditor agreements with senior lenders and advising lenders on post-investment issues. We collaborate with Venable’s Bankruptcy and Creditors’ Rights attorneys to provide advice on restructuring, when appropriate.

We work with major banks and funds on a national scale, on loans of tens of millions of dollars, as well as with regional funds that serve the more modest needs of smaller businesses.

Private Equity and Hedge Fund Transactions

Private equity and venture capital firms rely on our attorneys to structure a wide variety of transactions, ranging from mergers and joint ventures to restructurings and exit planning.

We draw upon the broad experience of our Business Transactions attorneys to advise on acquisition finance matters and all aspects of corporate planning, including capital raising, debt and equity financing, capital planning (including recapitalizations), compensation arrangements, technology, outsourcing, strategic alliances, and distributor relationships.

Our attorneys are well versed in cross-border transactions and emerging company formation and finance, with a particular focus on growth-oriented industries. When necessary, we leverage the capabilities of our nationally recognized litigation team to assist debtors and creditors with complex restructurings and bankruptcies.

Project Finance

We help companies secure the financing they require for large-scale projects while mitigating the risks involved. Our knowledge and experience in this area extend across the country and across borders, spanning a multitude of jurisdictions and industries. In the evolving and challenging world of limited recourse financing, clients appreciate our sensitivity to the importance of credit enhancement, as well as our sophisticated political risk mitigation techniques.

We regularly represent and work with all project participants, ranging from developers, to financiers, insurers, contractors, government agencies, and others.

We have developed particular experience in the fast-growing realm of public-private partnerships, with a specific focus on transportation and related industries. In this area, our attorneys have played leading roles in multi-billion-dollar projects across the country.

Tax Issues

Venable’s nationally recognized tax team provides creative and innovative advice to a broad spectrum of clients, including publicly traded corporations, consolidated groups, REITs, LLCs, partnerships, and small business organizations.

Clients seek out our advice on tax matters ranging from local issues to complex international matters.
We provide counsel on a diverse array of issues, including requests for private letter rulings, technical advice memoranda, comments on current or proposed legislation, and controversies with the Internal Revenue Service.

Practice Focus

    Private Investment Funds
    • Fund structuring and formation
    • Portfolio management
    • Service provider agreements
    • Marketing and distribution
    • Corporate governance issues
    • Transaction documents for private investments
    • Compliance policies and procedures
    • Litigation
    REITs and Real Estate Funds
    • Formation of REITs
    • Acquisition and sale of real estate interests
    • Asset securitization
    • Collateralized lending
    • Loan defaults and workouts
    • Joint ventures and other co-investment arrangements
    • Real estate finance
    • Real estate litigation
    Registered Investment Advisers
    • Registration
    • Investment advisory and service provider agreements
    • Disclosure documents and reporting requirements
    • Adviser advertising review
    • Compliance policies and procedures
    • “Best practices” advice
    • Self-audits, regulatory examinations, and enforcement investigations and proceedings
    • Acquisitions and divestitures of Investment management entities
    • Lift-outs of portfolio management teams
    • Compliance with applicable rules, regulations, and state law
    Wrap Fee Programs and Other Advisory Platforms
    • Counsel for program sponsors and investment managers
    • Traditional separate account, separate account and mutual fund/exchange traded fund wrap fee programs
    • Unified managed account programs
    • Hedge fund consulting
    • Hedge fund and private equity fund access platforms
    • Operational and technological issues
    • Drafting and negotiating applicable agreements and disclosures
    • Investment adviser and mutual fund advertising
    • Counsel regarding supervisory controls and infrastructure

Client Focus

  • Hedge funds
  • Investment advisers
  • Mutual funds and exchange-traded funds
  • Private equity funds
  • Private investment funds
  • REITs and real estate funds

Recognition
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  • Nationwide Capital Markets: REITS: Maryland Counsel (Band 1), Chambers USA, 2010 – 2016
  • Capital Markets: REITS: Maryland Counsel (Band 1), Chambers Global, 2013
  • Ranked among the nation's top firms for REITs in Legal 500