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Private Fund Adviser Rulemaking

By Richard M. Cutshall, Rachel B. Cohen-Deaño, Emily Stephens, Jonathan Van Duren ˘ & David E. Beale on August 31, 2023
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By a 3-2 party-line vote, on Aug. 23, 2023, the Securities and Exchange Commission adopted some of the most significant new rules under the Investment Advisers Act of 1940, as amended, since the elimination of the old “15 or fewer” exemption that most private fund advisers had relied upon prior to the 2010 enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  

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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate

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Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate matters, including the representation of mutual funds, ETFs, and other funds registered under the Investment Company Act of 1940; fund and ETF independent directors; unregistered investment funds; federally registered, state registered, and federally and state exempt investment advisers; broker-dealers; and an array of public and private companies.

Rich represents investment adviser clients at all stages of their life cycle, from concept and formation through registration, daily operation through wind-down and exiting the business, including representing investment adviser clients on both the buy-side and sell-side in M&A transactions. He also represents clients in all aspects of investment company practice, including organizing and forming new funds and ETFs, registering mutual funds and ETFs with the SEC, and the acquisition and merger of public funds.

In the course of representing investment advisers and public and private funds, Rich advises Greenberg Traurig’s clients on all aspects of securities regulatory compliance, particularly including new and existing SEC rules; SEC examination, regulatory, and investigative initiatives and sweeps; the SEC’s proposal, adoption, and implementation of new regulations, such as the recently rewritten investment adviser marketing rule; and finding compliance solutions related to the regulatory scheme applicable to investment advisers and investment funds, including implementing both novel and long-standing SEC regulatory guidance and interpretations. He also advises clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance, as well as assisting clients in all aspects of SEC and other regulatory examinations.

Rich has given presentations on and assists a variety of investment management clients with their compliance with anti-money laundering laws, and has performed annual independent third party audits of several clients’ anti-money laundering policies, programs and controls.

Rich also has experience representing clients in many industries in the sale or acquisition of businesses, formation of corporate entities, sophisticated contract negotiations, and in obtaining, renewing and renegotiating the terms of financing business operations. He routinely works with clients’ chief executive officers, chief financial officers, directors, and in-house general and assistant general counsels, including occasionally working from clients’ corporate headquarters upon request. Rich works with corporate and finance clients of all sizes, from startup family-run businesses and entrepreneurial endeavors to Fortune 500 clients. He also has experience representing clients across many industries, including health care, data management, retail product display and advertising design and manufacturing, industrial manufacturing, and real estate management and brokerage industries.

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Photo of Rachel B. Cohen-Deaño Rachel B. Cohen-Deaño

Rachel Cohen-Deaño focuses her practice on forming private equity, distressed debt, venture capital and special strategy investment funds, and structuring and negotiating complex corporate transactions. In addition, she represents a broad range of clients in connection with investments in private funds. Rachel also…

Rachel Cohen-Deaño focuses her practice on forming private equity, distressed debt, venture capital and special strategy investment funds, and structuring and negotiating complex corporate transactions. In addition, she represents a broad range of clients in connection with investments in private funds. Rachel also has experience advising clients on mergers and acquisitions and general corporate matters.

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Photo of Emily Stephens Emily Stephens

Emily Stephens concentrates her practice on fund formation and investment management. She has a deep institutional knowledge of virtually all aspects of the investment management business from serving for 14 years at Oaktree Capital Management, L.P., a leading global alternative investment management firm…

Emily Stephens concentrates her practice on fund formation and investment management. She has a deep institutional knowledge of virtually all aspects of the investment management business from serving for 14 years at Oaktree Capital Management, L.P., a leading global alternative investment management firm, both as a lawyer and as a member of Oaktree’s distressed debt investment team. She regularly advises both established and first-time managers with private equity, credit, venture/growth, real estate and oil and gas/energy transition funds, as well as carry and equity arrangements, governance, and subscription or other fund-level credit facilities. Given the breadth of her transactional experience from her time as an investor, including serving on over 10 public and private boards, she also often assists her fund clients with their investments, including private credit issuances, seed equity transactions, M&A and restructurings.

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Photo of Jonathan Van Duren ˘ Jonathan Van Duren ˘

Jonathan Van Duren ˘ is a Corporate Practice Law Clerk/JD based in Greenberg Traurig’s Chicago office.

˘ Admitted in Massachusetts and Missouri. Not admitted in Illinois.

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Photo of David E. Beale David E. Beale

David Beale is a member of the Corporate Practice in Greenberg Traurig’s Chicago office. David concentrates his practice on fund formation and investment management. His experience includes preparation and review of private fund offering documents and related governmental filings, as well as researching…

David Beale is a member of the Corporate Practice in Greenberg Traurig’s Chicago office. David concentrates his practice on fund formation and investment management. His experience includes preparation and review of private fund offering documents and related governmental filings, as well as researching regulatory matters under the Investment Adviser/Company Acts of 1940.

In addition, David has government and private sector experience. While in law school, David interned with the U.S. Securities & Exchange Commission in the Divisions of Investment Management, Examinations, and Enforcement. And before law school, he worked at TD Ameritrade, where he obtained Series 7 & 63 securities licenses.

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  • Posted in:
    Banking, Finance and Securities
  • Blog:
    Financial Services Observer
  • Organization:
    Greenberg Traurig, LLP
  • Article: View Original Source

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