Brian D. McCabe
Partner
For more than 25 years, asset management partner Brian McCabe has helped financial services clients innovate in the registered funds space. Brian is known for generating fresh ideas that help clients take advantage of transformational change in the industry while successfully navigating complex regulatory and compliance obligations.
Brian works closely with investment advisers, broker-dealers and mutual funds, and their directors to develop and operate open- and closed-end investment companies. He particularly enjoys helping clients looking to expand into investment vehicles such as business development companies (BDCs), exchange-traded funds (ETFs) and interval funds. In addition, Brian has counseled clients on ESG and responsible investing, and has experience with asset management M&A involving both public and private companies. He also writes and speaks widely on topics ranging from BDC regulation and ETF trends to ESG investment considerations.
Clients value Brian’s deep intellectual engagement and his proactive approach to client service. Chambers—where Brian is ranked in the United States and globally—notes that he is “always at the ready with a creative solution” and “excels when it comes to complex issues that require nuance and judgment.”
In addition to his asset management practice, Brian regularly contributes to the firm’s pro bono efforts. He also plays an active role in mentoring associates and guiding their professional development.
Experience
- 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 Brighthouse Financial in connection with its role as investment adviser to the Brighthouse Funds.
- Represented State Street Corp. in its acquisition of Goldman Sachs Administration Services, a leading hedge fund administrator.
Publications
- Quoted, “SEC greenwashing proposals not finding common ground within asset management industry,” Pensions & Investments (September 5, 2022)
- Quoted, “What boards need to know about mutual fund-to-ETF conversions,” Fund Directions (July 9, 2021)
- Quoted, “Investment Lawyer, Converting Mutual Funds into ETFs,” Investment Lawyer (June 1, 2021)
- Quoted, “SEC maintains intense scrutiny of non-transparent ETFs,” Financial Times (April 1, 2021)
- Quoted, “The SEC’s Mysterious Portfolio-Shielding ETF Data Chest,” Ignites (March 26, 2021)
- Quoted, “SEC Zeroes In on Climate Change, Portfolio-Shielding ETFs,” Ignites (March 4, 2021)
- Quoted, “Q&A with Ropes & Gray on MF-ETF Conversion,” New York Stock Exchange (February 11, 2021)
- Quoted, “DFA to Convert $20B in Mutual Funds to ETFs (Nov. 18),” Ignites (December 23, 2020)
- Quoted, “DFA to Convert $20B in Mutual Funds to ETFs,” Ignites (November 18, 2020)
- Quoted, “First State Fiduciary Rule Becomes Enforceable,” Ignites (September 4, 2020)
- Quoted, “Valuation Rule Proposal Means Work for Boards Today,” BoardIQ (June 2, 2020)
- Co-author, “Converting Mutual Funds into ETFs,” The Investment Lawyer (June 2021)
- Quoted, “Will Nontransparent ETFs Be Transformational?,” ThinkAdvisor (February 24, 2020)
- Quoted, “Nontransparent ETFs: Transformational or Just Another Product?,” ThinkAdvisor (February 3, 2020)
- Quoted, “Will This Be The Big ETF Story Of 2020?,” Financial Advisor (January 2, 2020)
- Quoted, “ETFs Have Had an Explosive Decade. They Could Keep Growing, According to One Firm.,” Barron’s (December 3, 2019)
- Quoted, “SEC moving toward opening private markets to more ordinary investors,” InvestmentNews (November 20, 2019)
- Quoted, “SEC modernizes rules on exchange-traded funds,” Compliance Week (October 1, 2019)
- Featured, “Converting A Traditional Open-End Fund Into An ETF,” ETF.com (October 1, 2019)
- Quoted, “Busy SEC Eases ETF Rules, Lets More Cos. 'Test The Waters',” Law360 (September 26, 2019)
- Co-author, “Converting Traditional Open-End Funds into ETFs,” The Investment Lawyer (July 2019)
- Quoted, “Clean shares may see a resurgence with Reg BI,” Fund Directions (July 31, 2019)
- Quoted, “BlackRock CEO and CFO talk non-transparent ETFs,” Fund Directions (July 25, 2019)
- Quoted, “Nontransparent ETFs may pose heightened oversight challenges for directors, experts say,” Fund Directions (July 10, 2019)
- Featured, “Could Your Mutual Fund Turn Into an ETF?,” Bloomberg Briefs (July 3, 2019)
- Quoted, “SEC Examiners On the Hunt for Liquidity Rule Stragglers,” Ignites (July 1, 2019)
- Featured, “Could the ‘Precidian Model’ Turn Your Mutual Fund into an ETF?,” Bloomberg TV (June 26, 2019)
- Quoted, “What's next for Precidian and non-transparent ETFs?,” Fund Action (June 25, 2019)
- Co-author, “Board considerations in converting open-end funds into ETFs,” Fund Board Views (May 23, 2019)
- Quoted, “Non-transparent ETF wins final SEC nod; some see rapid shift for compliance in funds, trading,” Reuters (May 21, 2019)
- Quoted, “Remaking Active Funds Into ETFs: Possible? Sure. Worth It? Unclear.,” Ignites (June 4, 2019)
- Quoted, “SEC gives green light to active, non-transparent ETF,” Pensions & Investments (May 27, 2019)
- Quoted, “Directors advocate loan rule amendments amid regulatory silence,” Fund Directions (May 23, 2019)
- Quoted, “Opaque ETF Offers Lifeline in Sinking Active Market,” BoardIQ (May 21, 2019)
- Quoted, “SEC's Fund-of-Funds Proposal Hobbles PMs: Commenters,” BoardIQ (May 7, 2019)
- Quoted, “New Trump order could curb ESG in retirement plans,” Fund Action (April 30, 2019)
- Quoted, “Uncertainty Looming Large as Boards Brace for Brexit,” BoardIQ (December 18, 2018)
- Quoted, “Piling on: SEC targets compliance at underperforming funds,” Compliance Reporter (November 27, 2018)
- Quoted, “Volatile Brexit Negotiations Pose Challenges for Funds,” Ignites (November 21, 2018)
- Quoted, “ETF Rule's Fund-of-Funds Omission to 'Frustrate' New Entrants,” Ignites (October 9, 2018)
- Quoted, “Vanguard Aims to Prove Feel-Good Investing Can Deliver Feel-Good Returns,” The Wall Street Journal (October 2, 2018)
- Author, “No-action letter addresses use of performance record after merger of adviser subsidiaries,” International Law Office (July 4, 2018)
- Quoted, “Latest Liquidity Rule FAQs Make Bucketing Burden 'More Manageable',” Ignites (March 14, 2018)
- Quoted, “Closed Call: The Vote to Convert to a Closed-End Fund,” Fund Action (November 28, 2017)
- Quoted, “In a First, Board Converts Open-End Fund to Closed-End,” BoardIQ (November 21, 2017)
- Quoted, “Interval Funds, Already Growing Fast, Could Get SEC Boost,” Ignites (October 25, 2017)
- 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 Individuals” Ignites (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)
Presentations
- Panelist, “Director Considerations for ETFs,” Independent Directors Council 2021 Virtual Fund Directors Workshop (June 3, 2021)
- Panelist, “Innovation in the Mutual Fund Industry,” KPMG Boston Mutual Funds Session (June 20, 2018)
- 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)
Education
- JD, magna cum laude, University of Michigan Law School, 1993; Order of the Coif
- AB, magna cum laude, Harvard College, 1990
Admissions / Qualifications
Qualifications
- Massachusetts, 1993
Awards
- Boston Magazine “Top Lawyers” (2021)
- IFLR 1000 Leading Lawyer (2016-2017), Highly Regarded (2018-2023)
- Legal 500 (2015, 2018-2019)
- 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, 2020-2022)
- Chambers Global (2021-2022)
- PLC Which Lawyer (2010-2011)
