Brian D. McCabe


  • JD, magna cum laude, The University of Michigan Law School, 1993; Order of the Coif
  • AB, magna cum laude, Harvard College, 1990


  • Massachusetts, 1993
  • American Bar Association
  • Massachusetts Bar Association
  • IFLR1000: The Guide to the World’s Leading Financial Law Firms, Leading Lawyer (2016-2018)
  • Legal 500 (2015)
  • Independent Counsel of the Year, Fund Director Intelligence’s Mutual Fund Industry Awards (2014-2015)
  • Chambers USA: America's Leading Lawyers for Business (2008-2011)
  • PLC Which Lawyer (2010-2011)

Brian D. McCabe


Brian focuses his practice on representing financial services clients including investment advisers, broker-dealers and mutual funds and their directors. He has assisted in the formation and compliance maintenance of open- and closed-end investment companies, registered investment advisers, and a variety of unregistered pooled investment vehicles. Brian has also represented several non-profit institutions and public corporations in connection with public and private securities offerings, and he has experience in mergers and acquisitions involving both public and private companies.


  • Represents 46 registered mutual funds within the Columbia Funds complex with respect to a broad range of regulatory and compliance matters, trading and investment activities, new investment products, and investment advisory arrangements. He drafted proxy statements/prospectuses and oversaw the SEC registration process for over 90 fund mergers to integrate the legacy Columbia and RiverSource fund families, while simultaneously working on board materials and proxy statements in connection with a process to rationalize fees and expenses across the combined fund family.
  • Represented DST Systems, Inc. (NYSE: DST) in its acquisition of ALPS Holdings, Inc., a provider of outsourced back-office administrative and distribution services to the investment management industry.
  • Represented one of the world’s leading financial planning, asset management and insurance companies, in its acquisition of an asset management firm. Brian also represented the same firm in connection with over 30 mutual fund mergers to consolidate legacy fund companies.
  • Represented Pax World Mutual Funds in connection with the formation of ESG Shares, the first family of ETFs devoted exclusively to sustainable investing.
  • Represented the Putnam Funds and their independent trustees in connection with implementation of Putnam’s strategic pricing initiative, an innovative and fundamental redesign of mutual fund management fee pricing.
  • Represents Merrill Lynch, Pierce, Fenner & Smith Incorporated in connection with its role as program manager to the NextGen 529 College Investing Plan.
  • Represented State Street Corp. in its acquisition of Goldman Sachs Administration Services, a leading hedge fund administrator.


  • Quoted, “SEC Interfund Lending Approvals Accelerate, Applications Slow,” Ignites (April 13, 2017)
  • Quoted, “Attorney: Start Prep For New Fund Reporting,” Compliance Reporter (November 8, 2016)
  • Quoted, “NYSE Sides With ICI in E-Delivery Fight,” Ignites (September 21, 2016)
  • Co-author, “SEC Streamlines Actively Managed ETF Listings,” Compliance Reporter (August 29, 2016)
  • Quoted, “Dislocations highlight risks of commodity ETNs,” Energy Risk (May 12, 2016)
  • Quoted, “House overwhelmingly approves bill to expand distribution of ETF research,” InvestmentNews (April 29, 2016)
  • Quoted, “SEC’s Liquidity 'Buckets' Here to Stay: Survey,” Ignites (April 25, 2016)
  • Quoted, “Interfund Lending Applications Face SEC Logjam,” Ignites (February 1, 2016) 
  • Quoted, “Outsourced CCOs Coming Up Short, Commission Finds,” BoardIQ (November 17, 2015)
  • Quoted, “TAs Hold Answer to Thorny Money Fund Issue: Lawyer,” Ignites (May 14, 2015)
  • Quoted, “SEC Spotlight on CCOs to Prompt Turnover, Whistle-Blowing,” Ignites (April 30, 2015)
  • Quoted, “Federated Reveals Money Fund Product Overhaul,” Ignites (February 20, 2014)
  • Quoted, “Boards Examine Market Structure, Trade Execution,” Fund Action (December 19, 2014)
  • Quoted, “ICI to PCAOB: Fiddling With Fair Value Will Punish Funds,”Ignites (November 18, 2014)
  • Quoted, “CCOs Advised on New Actively Managed ETF Relief,” Compliance Intelligence (November 14, 2014)
  • Quoted, “Alt Fund Questions Stress Out Compliance Pros: Poll,” Ignites (November 5, 2014)
  • Author, “Opinion: Strengthening Communication With the CCO,” BoardIQ (October 7, 2014)
  • Quoted, “Always on Norm’s Mind? Directors in Champ Speech, Again” BoardIQ (July 15, 2014)
  • Author, “SEC Enforcement Push to Spotlight IndividualsIgnites (June 16, 2014)
  • Quoted, “Industry Expects Some FSOC Pullback: Poll,” Ignites (May 28, 2014)
  • Quoted, “SEC Rule Priorities: Fund Disclosure, ETFs, VA Summaries,” Ignites (March 25, 2014)
  • Quoted, “Where Is the SEC’s Valuation Guidance?,” Ignites (January 7, 2014)
  • Brian D. McCabe, “Top Two Disclosure Errors Fund Boards Must Avoid,” Board IQ (July 2, 2013)
  • Brian D. McCabe, “What the Reserve Trial Means to Fund Boards” Board IQ (October 9, 2012)
  • Quoted, “SEC Likely to Back Down on Major Money Fund Reform: Poll,” Ignites (May 9, 2012)
  • Quoted, “Money Market Funds Attempt Solutions Short of Liquidation,” Board IQ (February 7, 2012)
  • Quoted, “SEC’s Proposed Rule Would Harm Money Funds: ICI” Board IQ (November 8, 2011)
  • Quoted, “FSOC Suggests Three Proposals for Money Market Funds,” Board IQ (September 27, 2011)
  • Brian D. McCabe and Jacob Comer, “Thinking about the Unthinkable,” Corporate Board Member (July 20, 2011)
  • Brian D. McCabe, “Common Board for ETF, Mutual Fund Captures Efficiencies,” Board IQ (June 7, 2011)
  • Quoted, “How Will Rating Agency Rules Impact Money Funds? “ Ignites (April 11, 2011)


  • Panelist, “Preparing for a “Modernized” World: Implementing the SEC’s New Fund Reporting Rules,” Investment Company Institute’s Conference on The SEC’s New Fund Reporting and Liquidity Rules: What Do They Mean for the Fund Industry?  (November 17, 2016)
  • Speaker, “Distribution Arrangements – Fees, Payments and Disclosures” Mutual Fund Compliance Summit (July 15, 2015)
  • Moderator, Mutual Fund Directors Forum’s Best Execution in Today’s Complex Markets Conference, “Market Structure in the Fixed Income Market Today” and “Practical Issues - Board Oversight of Market Structure Issues” (November 20, 2014)