Investment Management

Investment Advisers Have a Heightened Duty to Their Clients

Courts in the US generally hold that investment advisers must adhere to the duty of loyalty and are required to act in good faith to advance the interests of the limited partners, or the beneficiaries of the fund; prohibited from misappropriation of the assets entrusted to its management; prohibited from engaging in self-interested transactions unless the terms of such transactions are entirely fair; and prohibited from solely taking profitable opportunities that come to the fund or the principal.

Investment advisers must be aware that any breach of a fiduciary duty may lead to liability to the investors in the fund and mere disclosure that a breach may occur is not likely sufficient to protect the adviser from legal action. Investment advisers are strongly encouraged to work with competent legal counsel before and while launching and managing an investment fund.

One Legal Sqaure Ltd guides its clients through this very complex area of the law to avoid potential liabilities through proper structure, disclosure, drafting, review, and counsel.

We Provide a Complete Range of Services

Our investment adviser practice includes the following services:

• Analysis of a client’s potential registration requirements and any available exemptions from registration, whether at the state or federal level
• Structuring advice to avoid registration, liabilities and taxes
• Adviser registration and filing assistance, including drafting and filing Forms ADV and drafting required policies and procedures and codes of ethics
• State filing and blue sky law compliance, including drafting and filing state Form D Notices
• Fund structuring, formation, and regulation, including alternative investment vehicles, private equity funds, hedge funds, real estate funds, digital asset funds, and offshore funds
• Development and review of documentation, including the following:
  • Fund organizational documents
  • Fund subscription agreements, side letters, and related documents
  • Fund private placement memoranda and other disclosure documents
  • Advisory agreements with institutional and natural person clients
  • Agreements with third-party service providers
• Regulatory compliance counseling regarding the substantive regulations including:
  • Advertising in traditional, online, and social media
  • Custody of client and investor funds
  • Management and performance fees, including when and how to charge performance-based fees
• No-action letters and other regulatory relief related to investment adviser issues

Navigating the legal complexities of securities laws can be overwhelming. At One Legal Sqaure, we understand the Investment Advisers Act and the critical legal compliance responsibilities for investment managers. Our lawyers will guide you through the legal framework required to maximize those protections fund managers seek for a better investment management experience.

For more information on how we can assist you with your specific legal matters or questions, reach out to us here.