Financial Services
SADIS & GOLDBERG LLP
ABOUT SADIS
Sadis&GoldbergLLPisaninternationallyrecognizedlaw firm.Drawingontheexperienceanddepthof ourlawyers,weleverageeachlawyer’sindustry-specific knowledgetohelpourclientssucceed.Thiscollaborative approachbringscollectiveinsighttothetablethat contributestosensible,efficientresolutions,andallowsus toremainattentivetocostandtimesensitivities.Sadis clientsincludedomesticandinternationalentities,financial institutions,familyoffices,venturecapitalfunds,hedge funds,privateequityfunds,buyoutfunds,commodity pools,specialpurposevehiclesandnumerousbusinesses operatinginvariousindustriesaroundtheworld.
INDUSTRY INVOLVEMENT
SadisAnnualPrivateFundsForum–Industryleaders fromlawfirms,accountingfirms,thirdpartyadministrators, directorsandconsultantsfocusedontheprivatefund industrygathertogetherforseveraldaysfromacrossthe globetoshareideasanddiscussrecentdevelopments facingthefinancialservicesindustry.
SadisBusinessBreakfast–Bringstogetherinvestors, founders,accountants,analysts,capitalproviders,and otherbusinessleaderstodiscusstrendingtopicsand network.
IndependentSponsors–Sadishostsnetworkingevents forcapitalprovidersandindependentsponsors.
Sadis Family Office Dinners – Executives from family offices networking and sharing ideas on market trends acrossvariousindustries.
FOCUSED SOPHISTICATED REPRESENTATION
Sadis maintains a diverse, business-oriented practice focused on private investment funds, asset and wealth managers, family offices, litigation, corporate, mergers & acquisitions, real estate, regulatory and compliance, tax and ERISA.
“No law firm is better in the hedge fund space. Sadis doesn’t just know the legal framework; they are on the cutting edge of defining it.”
– JOHN STERLING FOUNDER, STERLING FUND MANAGERS
HEDGE FUNDS
TheFinancialServicesGroupatSadisprovideslegal advicetobothdomesticandoffshoreprivate investmentfundsinthealternativeinvestmentspace. Weprovidecounselonthestructureandformationof newfunds,aswellasthereorganizationand restructuringofexistingfunds.Westructureand serviceawidevarietyoffunds,suchaslong/short equityfunds,globalmacrofunds,emergingmarket funds, riskarbitragefunds,convertiblearbitrage funds,highyieldbondfunds,distresseddebtfunds, bankdebtfunds,sector-specificfunds(e.g. technology,Internet,healthcare,biotechnology), collectiblefunds(e.g. car,art,watch),crypto-currency funds,cannabisfunds, fundoffunds,multi-manager fundsandfundplatforms. Weprovidecustomized draftingofconfidentialprivateplacement memoranda,limitedpartnershipagreements, operatingagreements,subscriptiondocuments and otherrelatedfunddocuments.
Wealsodraftandnegotiateagreements documentingtherelationshipwithfundmanagers, principalsandemployees,subadvisors,consultants andfundcounterparties.Sadiscurrentlyrepresents hundreds ofprivateinvestmentfundswithmanagers throughouttheworld.Ourclientbaseiscomprisedof clientsof allsizes,backgroundsandinvestment sectorsandourclientbaserepresentsasignificant percentageoftheprivatefundindustry’smarket share,providingtheFirmwithanunusualawareness ofcurrentmarketbehaviors,favoredcommercial termsandotherindustrytrends.Thisuniqueaccess tocurrentmarketinformationallowsourteamto adviseourclientswithbothexperiencedlegal counselandtimelybusinessintelligence.Byvirtueof representingseveralhundredalternativeinvestment vehicleswithinvestmentmanagersdomiciled
throughouttheworld,ourmarketsharegives usauniqueperspectiveontheglobalinvestment fundsindustry.
Additionally,asaresultofouruniqueglobal footprint,weenjoyverystrongrelationshipswith leadinglegalcounselandotherprofessionalsin internationalcentersforonshoreandoffshore finance,suchastheCaymanIslands,Bermuda,the BritishVirginIslands,Luxembourg,Ireland, Switzerland,Malta,Jersey,Guernsey,Mauritius, HongKongandtheUnitedKingdom.Inaddition, wemaintainaspecializedcross-borderfunds practicetargetingnon-USmanagersseeking tooffersecuritiesandlaunchproductsinthe UnitedStates,includingclientsinIreland,theUK, theNetherlands,Canada,China,Singapore, France, Luxembourg,GermanyandSwitzerland.
Ourclientbaserepresents asignificantpercentageofthe privatefundindustry’smarket share,providingtheFirmwith anunusualawarenessof currentmarketbehaviors, favoredcommercialtermsand otherindustrytrends.
PRIVATE EQUITY
Sadishasarobustprivateequitypractice,advisingbothfundsponsorsandinvestors.Ourclientsbenefitfrom ourdepthofexperience,asweprovideseasonaladvice,practicalandinnovativesolutions,andfirstclass service.Ourpracticeisincrediblyversatile,withexperienceinstructuringandformationoffunds,the structuringofinvestmentsandthenegotiationofacquisitionsanddivestitures
Inadditiontoourprivatefundspractice,Sadisworkswithsomeofthemarket'smostactiveandsophisticated privateequityinvestorstostructure,negotiate,andcloseafullrangeofinvestmentandacquisitions transactions.Ourteamhasconsiderableexperienceinrepresentingprivateequityfunds,management groups,consortiums,familyoffices,lenders,andportfoliocompaniesinthefullspectrumofprivateequity transactions,including,butnotlimitedto:leveragedbuyouts,corporatecarveouts,growthequity investments,distresseddeals,andco-investments-forfundsrangingfromlargemultinationalfundsto independentsponsors.
REAL ESTATE FUNDS
Ourinvestmentfundsteamadvisesanarrayofrealestateinvestors,developers,fundmanagers, landownersandfamilyofficesinachievingtheirstrategicgoalsnationallyandaroundtheworld.By leveragingourcross-disciplinaryexpertiseinfinancialservices,realestateandtaxation,ourinvestment fundsteamprovidestargetedfundsolutionsinrealestate,includingbothclosed-endandopen-end vehicles,internationalinvestmentstructuring,specializedadviceonassetclassesandstrategies,themost up-to-dateguidanceonrecentdevelopmentssuchasopportunityzones,andtransaction-specific guidanceforclientsexecutingstrategiesinawidevarietyofrealestatebusinesses,includingresidential, office,mixed-use,manufacturingandindustrial,hotelandresorts,timberandagriculturalandother properties.
VENTURE CAPITAL
TheSadisVentureCapitalgroupisexperienced inallaspectsofstructuringforawidevarietyof structures,includingmanyinnovative“hybrid”fund structuresdesignedtoreduceriskinconnectionwith capitalcallsand/orthecreationofpermanentcapital vehicles. Weroutinelyrepresentprivatefundsand managersoperatinginabroadarrayofasset classes andindustries,including:technology,healthcare, media,software,insurance, biotechnology,real estate,cannabis,communications,digitalcurrency andDeFi’s,oilandgas,naturalresources,gaming, leisure,entertainment,renewableenergycredits, fintechandalternativefinance. Ourventurecapital servicescoverthefullarrayoffundformationand regulatoryservicesformanagers,aswellasadvicein connectionwithacquisitions,strategicinvestments,as wellasdivestitureslocatedintheUnitedStates,witha particularfocusonmiddle-markettransactions.
Wealsodraftandnegotiateagreementsdocumenting therelationshipbetweenthefundmanager’sprincipals andemployees,sub-advisors,consultantsandfund counterparties.Sadiscurrentlyrepresentsseveral hundredprivateinvestmentfundswithmanagers throughouttheworld.Ourclientbaseiscomprised ofclientsofallsizes,backgroundsandinvestment sectors,andourclientbaserepresentsasignificant percentageoftheprivatefundindustry’smarketshare, providingthefirmwithanunusualawarenessofcurrent marketbehaviors,favoredcommercialtermsandother industrytrends.Thisuniqueaccesstocurrentmarket informationallowsourteamtoadviseourclientswith bothexperiencedlegalcounselandtimelybusiness intelligence.Byvirtueofrepresentingseveralhundred alternativeinvestmentvehicleswithinvestment managersdomiciledthroughouttheworld,ourmarket
share gives us a unique perspective on the global investment funds industry.
Additionally, as a result of our unique global footprint, we enjoy very strong relationships with leading legal counsel, auditors, placement agents, and other professionals in international centers for onshore and offshore finance, such as the Cayman Islands, Canada, Bermuda, the British Virgin Islands, Germany, Luxembourg, Ireland, Israel, Switzerland, Malta, Jersey, Guernsey, Mauritius, Hong Kong, Singapore and the United Kingdom.
We routinely represent venture capital, private equity, real estate funds, and their managers and principals in all aspects of the business, including transactional matters and portfolio company work
REGULATORY & COMPLIANCE
OUR REGULATORY AND COMPLIANCE TEAM ADVISES FUNDS AND THEIR MANAGERS ON ALL OF U.S. REGULATORY ASPECTS OF THEIR BUSINESS INCLUDING THE FOLLOWING:
• SecuritiesandExchangeActof1934.Weadviseclientsonbroker-dealerlawsapplicabletotheirsellingactivities andregularlynegotiateprivateplacementanddistributionagentswithsellingagents.Ourregulatoryadvice coversallaspectsofbroker-dealerlaws,includingFINRArulesandregulationsandlicensing.
• SecuritiesActof1933.Weprovideareviewofthebasisfortheprivateofferingtotheinvestorandthatthefund fileaFormDwiththeSECtoavailitselfoftheprivatesecuritiesofferingsafeharborunderRule506(b)orRule 506(c)(noteRule506(c)offerings,whichpermitpublicmarketing,requireadditionalduediligencebythe managerandsoadditionalworkonthesubscriptiondocuments).
• InvestmentAdvisersActof1940.Togetherwithfundmanagementwereviewapplicableexemptionsthatmay beavailabletoitundertheAdvisersAct,includingtheforeignprivateadvisersexemption,venturecapital exemptionandprivatefundadvisersexemption.Inaddition,wehandleallregulatoryfilingswiththeSEC, includingany“exemptreportingadviser”filingsandfullregistrationswiththeSEC,includingthedraftingof CodesofEthicsandComplianceManuals.
• InvestmentCompanyActof1940.IntheeventanyfeederfundsareformedinordertoconductaU.S.offering, wewouldadviseontheregulatoryexemptionsavailabletothefundundertheInvestmentCompanyAct, includingthe3(c)(1),3(c)(5)and3(c)(7)exemptions,aswellasinvestorduediligenceobligationsimposedonthe managertodemonstratecompliance.
• CommodityExchangeActRegulation.Inaddition,weassessanyfilingobligationsundertheCommodity ExchangeAct(applicabletocommodities,currenciesandswaps),includinganycommoditypooloperator (CPO)andcommoditytradingadviser(CTA)filings.Abroadexemptionfromregistrationexistsforlowlevelsof activitiesintheseinstruments,andstandardexemptionsexistforofferingsinprivatefunds.Theexpense associatedwithmakingtherelevantfilingswouldbeminimalforthebroadexemption,andrelativelylow forthestandardprivatefundexemptions,thoughpreviouslyunregisteredCPOsandCTAswouldneedto completenewregistrationswiththeNationalFuturesAssociation.
• EmployeeRetirementIncomeSecurityAct(ERISA).Foroffersofsecuritiestopensionplansorotherinvestors whoseassetsconstituteplanassetsunderU.S.law,wewouldadviseontheobligationsimposedunderERISA andtheguidelineswhichthefundshouldfollowinrespectofERISAinvestorstoensurethatthefunddoesnot becomeafiduciaryofanyERISAplaninvestor.
• MockAudits.WeregularlyconductSEC&FINRAmockauditsandfocusedcompliancereviewsonbehalfofour clients.Thesereviewsandauditsencompassareviewofcompliancepoliciesandproceduresthatarerequired tobemaintainedbyaclientunderfederalandstatesecuritieslaws.Ourteamleveragesitsmultidisciplinary expertisetoprovideinsightintobestpracticesfromacompliance,enforcementandbusinessperspective.
Our Team
Sadis&Goldberg’steamisexceptionally experiencedinfundformation,fundregulation andinvestmenttransactions.Ourfirm's partnershavedecadesofexperience,both at Sadis&Goldberg,aswellasatlarger internationallawfirmsandtheU.S.Securities& ExchangeCommission.
OUR TEAM
Ron S. Geffner PARTNER
212.573.6660
rgeffner@sadis.com
Ron S. Geffner is a founding member of the firm’s Executive Committee and also oversees the Financial Services group. He regularly structures, organizes and counsels private investment vehicles, investment advisory organizations, broker-dealers, commodity pool operators and other investment fiduciaries. Ron also routinely counsels clients in connection with regulatory investigations and actions. His broad background with federal and state securities laws, and the rules, regulations and customary practices of the SEC, Financial Industry Regulatory Authority, Commodities Futures Trading Commission and various other regulatory bodies, enables him to provide strategic guidance to a diverse clientele. He provides legal services to hundreds of hedge funds, private equity funds and venture capital funds organized in the United States and offshore.
Ron regularly structures, organizes and counsels private investment vehicles, investment advisory organizations, brokerdealers, commodity pool operators and other investment fiduciaries.
Prior to starting Sadis & Goldberg, Ron was associated with two other New York City-based law firms, where he represented domestic and offshore private investment vehicles, as well as broker-dealers, registered investment advisers and registered investment companies.
OUR TEAM
Yehuda M. Braunstein
PARTNER
212.947.3796
ybraunstein@sadis.com
Yehuda M. Braunstein heads up the Family Office practice and is also a member of the firm’s Financial Services and Corporate Groups. Mr. Braunstein counsels family office clients in connection with all aspects of their operations, including formation issues, governance and compensation issues, transactional and day to day matters as well as compliance issues.
Mr. Braunstein’s practice also focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies. Mr. Braunstein also structures and negotiates seed investments and operating agreements. He provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers, as well as conducting mock audits.
Yehuda regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds.
OUR TEAM
Robert Cromwell PARTNER
212.573.8034
rcromwell@sadis.com
Robert Cromwell practices in the firm’s Financial Services and Corporate groups. Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies (ETFs, private equity funds, real estate funds and hedge funds) and representing founders, managers and boards of businesses and investment funds. Robert also advises clients on general corporate matters.
Robert’s transactional experience includes: corporate and LLC startups, restructurings and exits; registered and private securities offerings; hedge funds, mutual funds, private equity funds, collective trust funds; preparation of corporate and partnership governing documents, registration statements and periodic financial reports; equity incentive plans, employment agreements, loan agreements; counseling boards of directors of registered and private funds and retirement plan committees.
Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies.
OUR TEAM
Paul D. Fasciano PARTNER
212.573.8025
pfasciano@sadis.com
PaulD.Fascianoisapartnerinthefirm’sFinancialServices andCorporategroups.Paulbeganhiscareerasageneral corporateattorney,andnowfocuseshispracticeon representingprivatefundmanagers,bothintheformation phaseandalsoinongoingcorporateandtransactional matters,includingmergersandacquisitions,activist investorrepresentation,securitieslawcomplianceand derivatives.
Paulregularlycounselsclientsonstructuringandforming U.S.andnon-U.S.privateinvestmentfunds,includinghedge funds,privateequityfundsandcustom“hybrid”funds incorporatingfeaturesofboth.FundsadvisedbyPaulcover awidevarietyofstrategiesandassetclasses,withvarying liquiditycharacteristics,includingmoretypicalassetclasses suchaspubliclytradedequities,aswellaslesstypicalasset classessuchasloans,consumerreceivablesandrenewable energycredits. Paulalsohasextensiveexperiencein draftingandnegotiatingagreementsmemorializingthe relationshipbetweentheprincipalsofafund.
Paul has advised participants in a variety of public and private merger and acquisition transactions in diverse industries and has brought this practice to focus on transactions involving investment advisers, broker-dealers and other players in the financial services industry.
OUR TEAM
David Fitzgerald PARTNER
212.573.8428
dfitzgerald@sadis.com
David Fitzgerald’s practice focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds, funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies.
Drawing on his 16 years of experience as an institutional Chief Compliance Officer and General Counsel, David provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers.
David is a Partner in the firm’s Financial Services and Corporate groups
OUR TEAM
Seth Lebowitz PARTNER
212.573.8152
slebowitz@sadis.com
Seth Lebowitz is a partner in the firm’s Tax group. Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds. Seth has experience with:
• Domesticandinternationaltaxissuesrelating tofundstructuring
• Jointventuresandpartnerships
• Corporateandrealestateinvesting
• Lending
• Securitiestrading
• Distressedinvesting
• Financialproducts
Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds.
OUR TEAM
Paul Marino PARTNER
212.573.8158
pmarino@sadis.com
Paul Marino is a partner in the Financial Services and Corporate groups. Paul focuses his practice in matters concerning financial services, corporate law and corporate finance. Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.
Paul works on a variety of M&A transactions, including leveraged acquisitions, divestitures of business divisions, going-private transactions, and other strategic acquisitions and dispositions, in the following industries: manufacturing, telecommunications, consumer products, hospitality, healthcare, and technology, among others. His practice also includes joint ventures and general company representation matters.
Paul has represented national and multinational corporations, ranging from telecoms to tech companies, as well as real estate syndication and financial investors and investment advisors. He has also negotiated and structured a number of U.S. domestic and cross-border mergers and acquisitions and joint ventures.
Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.
OUR TEAM
Yelena Maltser PARTNER
212.573.8429
ymaltser@sadis.com
Yelena Maltser practices in the firm’s Financial Services and Corporate groups. Yelena regularly counsels clients on structuring and forming U.S. and non-U.S. private investment vehicles (including, without limitation, hedge funds, private equity funds, hybrid funds, funds with non-traditional asset classes, real estate funds, venture capital funds, funds-offunds, commodity pools, as well as managed accounts). Yelena also advises clients on structuring the management entities to such funds. She regularly prepares offering and organizational documents for investment funds; negotiates side letter agreements, seed capital agreements, joint venture agreements and compensation arrangements; reviews marketing materials; and provides ongoing advice to existing investment vehicles and management entities. In addition, Yelena counsels investment managers on registration and ongoing regulatory compliance issues.
Prior to joining Sadis & Goldberg, Yelena was associated with two other New York City-based law firms, where she was involved in general corporate work.
Yelena counsels investment managers on registration and ongoing regulatory compliance issues.
OUR TEAM
Mark Strefling PARTNER
212.573.8519
mstrefling@sadis.com
Mark Strefling is recognized as an industry-leading investment management lawyer with over two decades of experience in the alternative investment industry.
Mark’s practice includes the specialized representation of private fund managers in the design and formation of complex and innovative fund structures, the marketing and distribution of fund interests, the design of comprehensive compliance programs, and the representation of managers during critical regulatory examinations and investigations. Mark also partners with managers to deliver compliance training and education, mock examinations, regulatory and compliance gap analysis, and critical CCO regulatory support.
Mark represents private fund managers, investment advisers, and other members of the investment management industry on fund structures, and compliance matters.
OUR TEAM
Erika L. Winkler PARTNER
212.573.8022
ewinkler@sadis.com
Erika L. Winkler is a partner in the firm’s Financial Services and Corporate groups. Erika’s practice focuses on the structuring and formation, capital raising and regulatory compliance of U.S. and non-U.S. private investment vehicles, including, without limitation, hedge funds, private equity funds, hybrid funds, funds with non-traditional asset classes, real estate funds, venture capital funds, special purpose vehicles, funds-of-funds, commodity pools, as well as managed accounts. She also regularly advises management companies and fund managers on a wide array of matters, including compensation structures, restructurings and reorganizations, joint ventures, side letters and seed capital transactions, and employment and investor issues, and negotiates and prepares related agreements and documentation.
Erika’s practice focuses on the structuring and formation, capital raising and regulatory compliance of U.S. and non-U.S. private investment vehicles.