The Investment Management Practice at Ropes & Gray is among the largest and most diversified of any U.S. law firm.  The principal focus of our practice is the representation of investment companies, investment advisers, and hedge fund sponsors.  Approximately 75 of our lawyers devote all or a significant portion of their time to the investment management area.  Our mutual fund practice has received top rankings from The American Lawyer for the more than ten years that such rankings have been published.  In the category of net assets managed by clients, we have been ranked #1 in nine of the past ten years.  In addition, we have been consistently ranked among the top firms in the category of new issues, having earned the #1 spot in 2002.

Practice Focus Areas

Investment Companies and Their Trustees

We serve as regular counsel for over 900 mutual funds (or their independent directors or trustees). Our practice spans the entire spectrum of the industry, including:

• Open and closed end funds and interval funds;
• Proprietary funds sponsored or advised by insurance companies, brokerage firms, banks, and thrifts;
• Broker sold and no load funds;
• Business development companies;
• Funds for institutional investors;
• Funds supporting variable annuity and variable life insurance products; and
• Special purpose funds formed for tax and/or regulatory reasons. 

Our advice to investment companies encompasses formation and operation, regulatory matters, representation of independent directors and trustees, and fund distribution.

Investment Advisers

We represent many leading investment advisory firms in all aspects of their business.  The representation of our national and international advisory clients encompasses:

• Formation and operation; 
• All aspects of operations and regulatory affairs; and
• Product development and delivery of advisory services. 

Hedge Funds

Ropes & Gray also serves as counsel to numerous hedge fund sponsors.  We assist these clients in the organization and offering of hedge fund products, including both U.S. and off-shore vehicles.  Our advice encompasses product design (including profit sharing and management fee structures), tax planning (including the use of structures that minimize current taxable income to the sponsor and its employees), regulatory compliance (including avoidance of investment company status under the Investment Company Act of 1940 and commodity laws compliance), and trading issues.

Mergers and Acquisitions

In addition to our regular representation of investment advisers, we have an active practice representing buyers and sellers of money management businesses.  Our lawyers have worked with several of the nation's leading asset management consolidators as well as medium-to-smaller-sized advisory firms in connection with merger and acquisition activities.  As a result of this experience, we understand what it takes to get deals done successfully from the perspective of both buyers and sellers.  Acquisition transactions in the investment management business are fast paced and complicated, and we have the experience to achieve timely, successful results for clients.

Taxation

The depth and sophistication of Ropes & Gray's Investment Management Practice has kept our tax lawyers on the cutting edge of all aspects of the federal income taxation of registered and unregistered, U.S. and foreign pooled investment funds and their advisers.  Our practice in this area is comprehensive, covering all tax issues relating to a fund's organization, tax-efficient portfolio strategies, treaty issues arising out of non-U.S. investment and/or non-U.S. investors and fund reorganizations, and similar transactions.  We also advise on issues more specific to fund advisers, such as mergers and acquisition of the advisory entity, or tax efficient structures for the adviser's compensation.   Our partners, Susan Johnston and James Brown, are co-authors of the leading investment company taxation treatise, Taxation of Regulated Investment Companies and Their Shareholders. Click here to learn more about our Tax Practice.

Portfolio Debt Restructuring

We have extensive experience representing investment managers and funds in connection with restructuring taxable and tax-exempt debt.  In addition to individual clients, we frequently represent informal or formal committees of bondholders.  Our experience includes:

• Consent solicitations;
• Exchange offers;
• Pre-packaged or pre-negotiated bankruptcies;
• 363(b) sales of assets;
• Contentious bankruptcies;
• Advice to boards of directors and equity sponsors with respect to fiduciary duties and liability issues;
• Dealing with indenture trustees in the exercise of remedies; and
• Advice regarding informational barriers and trading restrictions.

Government Enforcement and Compliance

Few sectors of the U.S. economy are more highly regulated than the investment management industry. To help clients avoid issues involving law enforcement and regulatory agencies, we work with clients to design, implement, and monitor effective compliance programs that are intended to detect and deter violations of law and regulations.  In matters where litigation is the only recourse, we vigorously defend clients who face enforcement actions.  Drawing upon the talents of our many lawyers, several of whom are former federal prosecutors, the firm has successfully represented numerous financial services clients in investigations, as well as criminal, civil, and administrative proceedings.  Click here to learn more about our Government Enforcement Practice.

Our Clients

Ropes & Gray represents a variety of United States-based investment management firms, ranging from some of the nation's largest firms, with hundreds of billions of dollars under management, to start-up ventures.  We also counsel non-U.S. investment firms and other financial institutions with respect to their U.S. activities and operations.

Contact

For further information on this area of practice, please contact:

• Gregory D. Sheehan

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