LP’s attorneys represent a wide variety of institutions and individuals involved in the hedge-fund and investment-management industries with regard to a full range of legal needs, including private offerings, due-diligence investigations, regulatory compliance and counseling, regulatory investigations, enforcement proceedings, arbitrations and litigation. The diverse backgrounds of our attorneys, which include former SEC enforcement lawyers, registered investment representatives, and the general counsel of a hedge fund, enable us to effectively counsel and represent a diverse and dynamic client base, including hedge funds, investment advisers, commodity pool operators (CPOs), commodity trading advisors (CTAs), proprietary trading firms, onshore funds, offshore funds, and investors.

Formation and Private Offerings

LP’s attorneys have the experience and expertise to help devise the optimal legal structure for investment advisers and funds. We can help clients create effective offering memoranda, fund documents, investment-adviser agreements, marketing materials, and subscription materials. LP’s attorneys also counsel fund and investment adviser clients regarding pertinent SEC, CFTC and other regulatory considerations, and otherwise guide them through the offering or sales process. On the investor side, LP’s attorneys often assist fund-of-funds, pension funds and other institutional investors perform due-diligence reviews of potential allocations to alternative-investment vehicles.

Our services in the formation and private offering areas include:

• Structuring offshore and onshore hedge funds
• Forming commodity pools and commodity pool operators
• Creating proprietary trading firms and trading arcades
• Devising tax-efficient fund structures
• Counseling regarding sales and marketing activities
• Counseling concerning SEC regulations, exemptions and safe harbors
• Counseling regarding CFTC regulations and exemptions
• Proactive guidance concerning risk-management
• Creating comprehensive fund documents and offering memoranda
• Due-diligence services for institutional investors
• Advice concerning blue-sky laws and state securities regulations
  

Regulatory Compliance and General Counsel Services

LP’s attorneys serve as outside general counsel for a large number of fund advisers and investment managers that rely on LP for practical, timely advice regarding day-to-day legal and compliance issues. Our attorneys understand the increasingly complex regulatory environment facing our clients. We counsel and advise clients concerning problems as they arise, but we also work with our clients to develop manuals, policies and procedures designed to prevent problems before they arise.

Our services in the regulatory compliance and general day-to-day counseling area include:

• Assisting with regulatory audits and inspections
• Assisting with investor communications and relations
• Creating electronic document retention, review and destruction programs
• Conflict of interest reviews and advice (including soft-dollar reviews)
• Advice regarding web sites and internet marketing programs
• Advice regarding valuation policies and issues
• Registration and licensing assistance
• Creating anti-money laundering programs and procedures
• Creating programs to limit selective-disclosure issues
• Advice regarding placement-agent issues (including advice concerning the issuer and finder exemptions from broker-dealer registration)
  

Regulatory Investigations and Proceedings

LP’s attorneys understand that the initiation of an investigation or filing of an enforcement action by a regulator can severely damage a fund’s or adviser’s business reputation and disrupt operations. We have successfully defended clients in the full range of regulatory proceedings, including proceedings before the SEC, CFTC, NASD, NYSE, state attorney generals, and state securities agencies. We are skilled at defending every stage of these regulatory proceedings, including informal inquiries, formal investigations, “Wells Notice” activities, administrative proceedings, civil trials and appeals. We have also assisted clients with internal investigations of fraud and other misconduct.

We have defended as well as conducted internal investigations regarding a vast array of subjects, including:

• Charges of market manipulation in the securities and futures markets
• Registration and private placement issues
• Insider trading allegations
• Excessive markups and markdowns
• Failure to execute trades consistent with investment strategy or standing orders
• Failure to supervise
• Market timing and international stock arbitrage

Business Disputes

LP’s attorneys are skilled at successfully resolving disputes between our fund clients and their investors, prime brokers and other business contacts. We have helped clients cope with periods of excessive draw downs and the flood of redemption requests that can sometimes follow. We are skilled at devising investor-relation and communication strategies that can help a strong fund or adviser survive a temporary market reversal. We also provide our fund clients with skilled representation concerning a myriad of other business disputes, including disputes with employees, prime brokers, placement agents, and others.

Our services for clients in the business dispute area include counseling and advocacy concerning the following issues:

• Prime-broker fraud and misconduct
• Misappropriation of trade secrets
• Restrictive-covenant disputes (e.g., non-solicit, non-disclosure and non compete agreements)
• Group hiring or “raiding” cases
• Separation and employment matters
• Asset valuation disputes
• Selective-disclosure allegations
• Redemption, withdrawal, lockup and gating disputes

Litigation and Arbitration

We have represented clients in hundreds of securities litigation and arbitration matters, including individual lawsuits, intra-industry trade disputes, class actions, derivative actions, and mass actions, in federal and state trial and appellate courts around the country, as well as in arbitration proceedings before the NASD, NYSE, NFA, and AAA. We also provide coordinated representation in complex cases, including concurrent enforcement actions and internal investigations and offer clients courtroom experience complemented by in depth industry knowledge.

Subjects we have prosecuted and defended for our clients include, among others:

• Hedge fund governance, redemption and lockup provisions
• Failure to supervise
• Improper sales practices (unauthorized or excessive trading, churning, suitability)
• Insider trading
• IPO spinning and flipping
• Analyst research and recommendations
• Market timing
• Regulation SHO and improper short selling
• Common law and statutory securities fraud
• Blue sky violations
• Earnings management/accounting fraud