Fiduciary Duty and Compliance in Investment Management
Investment advisers owe a heightened fiduciary duty to their clients, requiring them to act loyally, in good faith, and in the best interests of their investors. This includes avoiding self-dealing, misappropriation of assets, and conflicts of interest unless fully disclosed and fair to clients. Courts consistently hold that mere disclosure of potential breaches is insufficient to shield advisers from liability.
At One Legal Square Ltd, we guide investment managers through this complex regulatory landscape, helping them structure funds, draft disclosures, and implement robust compliance frameworks to minimise legal risk and protect against potential claims.
Comprehensive Investment Management Services
Our investment management practice provides a full range of services to emerging and established advisers, including:
- Strategic analysis of registration requirements and available exemptions (UK FCA, SEC, and other regulators)
- Structuring advice to minimise registration obligations, liabilities, and tax exposure
- Adviser registration and ongoing compliance support, including drafting and filing Forms ADV, policies, procedures, and codes of ethics
- State and blue sky compliance, including Form D filings and notices
- Fund formation, structuring, and regulatory guidance for hedge funds, private equity, real estate, digital assets, and offshore vehicles
- Drafting and review of core fund documentation:
- Fund organisational documents and partnership agreements
- Subscription agreements, side letters, and investor documents
- Private placement memoranda and offering documentation
- Advisory and management agreements
- Third-party service provider agreements
- Regulatory compliance counselling on key areas such as:
- Marketing and advertising (including social media and digital channels)
- Custody of client and fund assets
- Management and performance fee structures
- Strategic advice on regulatory relief, no-action letters, and interpretive guidance
Strategic Transactions & Structures
- Assisting clients in creating and launching all types of investment funds and products
- Representing financial and strategic investors, management teams, and firms in minority and controlling investment transactions, as well as capital markets deals
Advisory & Regulatory Compliance
- Counselling industry participants on navigating increasingly complex regulatory and compliance requirements
- Representing clients in interactions with the FCA, SEC, and other regulators—from informal discussions to formal proceedings
Investigations & Litigation Defence
- Defending investment advisers and fund directors in high-stakes litigation, including mutual fund fee disputes
- Robust representation in regulatory investigations, enforcement actions, and internal probes
- Experience handling “bet-the-company” defences, FCPA, False Claims Act, whistleblower matters, and complex securities litigation
Our team is highly active and well-regarded in the investment management community. We maintain strong relationships with regulators and industry bodies, and our partners are frequent speakers at conferences and contributors to industry thought leadership.
For more information on how we can assist you with your investment management legal needs, reach out to us here.