Investment Lawyer
Experienced Investment Lawyers Representing Banks, Funds, and Other Sophisticated Clients
Investment Lawyer Team Lead
Former DOJ Trial Attorney
Sophisticated investment management calls for sophisticated legal counsel. At Oberheiden P.C., we rely on extensive experience to advise banks, hedge funds, brokerage firms, investment advisers, and other clients in connection with all types of investment funds. With a team that includes former U.S. Attorneys, a former Congressman, and a former U.S. Secretary of State, we offer deep insights into the legal issues involved in these transactions, including regulatory compliance and SEC regulations, and we take a pragmatic approach focused on protecting our clients while keeping their deals moving forward.
Each senior investment lawyer at our firm works one-on-one with our clients’ executives, in-house lawyers, and other key stakeholders to define objectives, assess needs, and execute solutions designed to help our clients achieve their goals without undue risk or delay. If you need sound and strategic advice for a sophisticated investment or any other investment-related legal matter, you can trust our team to guide you forward with confidence.
Our Services
We provide comprehensive legal services for all types of investment transactions in the U.S. and abroad. If your institution or organization is contemplating an investment, divestiture, private or public offering, or other complex transaction, an investment lawyer at Oberheiden P.C. can provide the advice and representation you need. We also provide representation for compliance, risk management, and dispute resolution.
Some representative examples of our services include:
Capital Markets
We maintain an extensive capital markets practice in which we advise banks, hedge funds, and other clients regarding potential investment opportunities. Our firm has significant experience in managing closed-end funds, navigating the complexities and intricacies involved in these types of investment funds. We also represent companies seeking to raise capital through private and public placements involving all types of equity and debt instruments. With extensive insights derived from vast experience both in the public sector and working within the federal enforcement regime, our investment lawyers assist a wide range of clients with strategically pursuing securities offerings, debt offerings, leveraged buyouts, and other capital markets transactions.
Mergers, Acquisitions, and Private Equity
We also have extensive experience in the mergers and acquisitions (M&A) space. In M&A transactions, we advise investors, lenders, buyers, sellers, and other interested parties from due diligence through closing. Our investment lawyers not only offer a wealth of critical insights for avoiding unnecessary stumbling blocks and transaction-related risks, but they are also highly experienced corporate negotiators. Whether you are in the early stages of contemplating a merger or acquisition or your deal is already in the works, our lawyers can step in and help guide the deal toward a favorable conclusion.
Due Diligence
Effective due diligence is critical for all types of investment transactions. Investors, lenders, buyers, sellers, and others need to know what they can expect if they move forward with a proposed transaction, and they need to be confident that all other parties involved are capable of meeting their legal and financial responsibilities. Along with experienced investment lawyers, our team also includes former federal investigative agents and other non-lawyer consultants who lend their expertise to conducting comprehensive, efficient, and effective due diligence investigations.
Private Placements
Private placements are unregistered offerings that comply with federal securities laws. Our PPM lawyers have extensive expertise in advising registered investment companies and ensuring compliance with the Dodd-Frank Act. To be compliant, a private placement must satisfy the criteria for one of the available registration exemptions—most commonly one of the exemptions under Section 504 or 506 of Regulation D. In addition to assisting growth stage companies with conducting private placements, we also advise banks, funds, and other prospective investors with conducting due diligence and reviewing private placement memoranda (PPMs) in connection with proposed unregistered securities investments.
Initial Public Offerings (IPOs)
We also advise and represent issuers, financial institutions, and other clients in connection with initial public offerings (IPOs). These are complex and sophisticated transactions—and they can also be high-risk transactions if they aren’t approached the right way. Relying on our investment lawyers’ extensive experience, we assist with the preparation and review of all necessary documentation, manage the registration process with the U.S. Securities and Exchange Commission (SEC), assist with securing listings on public stock exchanges, and guide clients through all of the various additional steps involved in completing a successful IPO.
Securities Compliance and Risk Management
Beyond assisting clients with structuring and executing complex investment transactions, we also assist our clients with ongoing securities compliance and risk management. Our firm has extensive experience in handling regulatory complexities for separately managed accounts. There are numerous aspects to federal securities compliance that require careful attention on an ongoing basis. By working closely with our clients, we are able to help them anticipate potential issues and identify unexpected issues promptly when they arise, and we are able to help them execute proactive solutions that effectively manage their risk.
Securities Litigation and Alternative Dispute Resolution (ADR)
Our investment lawyers also regularly represent clients in securities litigation and alternative dispute resolution (ADR). Our investment management attorneys have expertise in handling compliance issues and providing legal counsel. This includes private litigation and ADR arising out of complex investment transactions as well as litigation involving the SEC and other authorities. With extensive experience handling complex litigation in federal courts across the United States, our investment lawyers are able to anticipate, proactively address, and favorably resolve complex issues in investment-related litigation and ADR as well.
Investment Fund Formation
Expertise in Fund Formation and Securities Law
At Oberheiden P.C., we bring extensive experience to the table when it comes to investment fund formation. Our team of seasoned attorneys provides expert guidance on securities law and regulatory compliance, ensuring that your fund is structured and launched in full accordance with all relevant regulations. We assist fund sponsors in creating and managing a variety of private investment funds, including hedge funds, private equity funds, and real estate funds. With a deep understanding of the Financial Industry Regulatory Authority (FINRA) and the Investment Company Act, we ensure that your fund is compliant and positioned for success.
Creating Funding for Private Investment Funds
Creating funding for private investment funds is a complex process that requires meticulous planning and execution. Our attorneys work closely with fund sponsors to develop a comprehensive funding strategy tailored to their specific needs. This includes drafting offering documents, negotiating with investors, and ensuring compliance with all applicable securities laws. We also provide expert advice on the formation of venture capital funds, guiding you through the creation of limited partnerships and limited liability companies to optimize your investment structure.
Key Considerations for Fund Structure and Governance
When forming an investment fund, it is crucial to carefully consider the fund’s structure and governance. Our attorneys provide detailed advice on key considerations such as fund domicile, tax implications, and regulatory requirements. We assist in drafting essential fund documents, including the private placement memorandum, subscription agreement, and limited partnership agreement. Additionally, we offer guidance on fund governance, including the appointment of independent directors and the establishment of a robust compliance program to ensure ongoing regulatory adherence.
Hedge Funds
Expertise in Hedge Funds and Alternative Investments
Oberheiden P.C. boasts significant expertise in hedge funds and alternative investments, offering comprehensive legal counsel to hedge fund managers, investors, and other industry participants. Our attorneys provide guidance on all aspects of hedge fund formation, from structuring and registration to compliance with regulatory requirements. We assist in negotiating investment management agreements, side letters, and other critical documents to ensure that your hedge fund operates smoothly and within the bounds of the law. Additionally, we provide expert advice on hedge fund governance, including the establishment of a compliance program and the appointment of independent directors, to safeguard your fund’s integrity and regulatory compliance.
Our Team
Now that you know what we do, why should you choose Oberheiden P.C. for your institution’s or organization’s investment-related needs? Companies, financial institutions, hedge funds, and other clients trust us because of our:
- Focus – While our practice has grown over the years, our primary focus has always been on representing clients in complex federal legal matters. This includes specifically representing clients in investment-related matters falling under the SEC’s enforcement jurisdiction.
- Experience – As noted above, our experience includes not only representing clients in private practice, but also investigating and prosecuting securities fraud cases on behalf of the federal government. This provides us with deep insights that many other law firms simply cannot offer.
- Results – Our results speak for themselves. We have helped numerous clients successfully close complex investment transactions. We have also successfully represented numerous clients in securities-related investigations, litigation, and ADR.
- Custom-Tailored Approach – We take a custom-tailored approach to every transaction and other legal matter we handle. This approach ensures that we are not overlooking any potential concerns and that we are able to help our clients leverage all potential opportunities.
- Communication – Effective communication is a core principle of all aspects of our practice. From our internal communications regarding clients’ legal matters to our communications with our clients, the SEC, and our clients’ counterparties, we prioritize making sure that nothing gets overlooked or lost in translation.
Put our highly experienced team on your side
Dr. Nick Oberheiden
Founder
Attorney-at-Law
Lynette S. Byrd
Former DOJ Trial Attorney
Partner
Brian J. Kuester
Former U.S. Attorney
Hon. Kevin McCarthy
55th Speaker, U.S. House of Representatives (ret.)
Government Consultant
Mike Pompeo
Of Counsel
Former U.S. Secretary of State
John W. Sellers
Former Senior DOJ Trial Attorney
Linda Julin McNamara
Federal Appeals Attorney
Nicholas B. Johnson
Former Prosecutor
Roger Bach
Former Special Agent (DOJ)
Chris J. Quick
Former Special Agent (FBI & IRS-CI)
Michael S. Koslow
Former Supervisory Special Agent (DOD-OIG)
Ray Yuen
Former Supervisory Special Agent (FBI)
FAQs: Capital Markets, PPMs and IPOs, and Other Investment Matters with Legal Implications
What Are Some of the Key Legal Issues to Consider in Complex Investment Transactions?
Complex investment transactions can implicate a host of legal issues, from contract-related concerns to issues in the area of federal securities law compliance. Additionally, while the primary focus should be on making informed decisions about the deal itself, it is also important to proactively consider what can (and should) happen if the deal falls apart or either party has grounds to pursue litigation pre- or post-closing.
When Are Investment Transactions Subject to SEC Registration, Approval, or Review?
Generally, all investment offerings must either be registered with the SEC or qualify for a registration exemption. Large-scale investment transactions may also be subject to SEC review and approval in some cases. Understanding the potential SEC-related implications of a proposed transaction and choosing the most favorable path forward requires an in-depth understanding of the pertinent federal securities laws, rules, and regulations.
When Are Investment Transactions Exempt from SEC Registration?
Various registration exemptions exist under the U.S. federal securities laws and regulations, including Regulation D. In many cases, conducting an exempt transaction involves issuing a private placement memorandum (PPM) to an accredited investor. However, this is far from the only option. If you are contemplating an unregistered securities offering, our investment lawyers can help you choose the most advantageous path forward based on the specific details of the deal.
What Are the Risks of SEC Non-Compliance for Investment Banks, Hedge Funds, and Brokerage Firms?
The risks of SEC non-compliance for investment banks, hedge funds, and brokerage firms can be substantial. Not only can non-compliance lead to fines and other monetary penalties, but the SEC can also impose injunctions and bar entities (and individuals) from the securities industry. In cases with criminal implications, the SEC works with the U.S. Department of Justice (DOJ) to execute search warrants, secure indictments, and pursue convictions as warranted.
At What Stage Should I Engage an Investment Lawyer?
We recommend engaging an investment lawyer as early in the process as possible. If your institution or organization is contemplating any type of complex investment transaction or divestiture, there will be several benefits to working with experienced counsel from the outset of the process. Experienced legal counsel will be able to help you make strategic, forward-thinking decisions, and will be able to help you proactively address any legal or compliance issues that have the potential to create exposure.
Speak with an Investment Lawyer at Oberheiden P.C.
If you would like to speak with a senior investment lawyer at Oberheiden P.C., we encourage you to get in touch. To schedule a complimentary consultation at your convenience, please call 888-680-1745 or tell us how we can contact you online today.
