Kelly Zelezen advises clients in the asset management industry, including managers of hedge funds, private equity funds and separately managed accounts. She counsels clients on a variety of issues related to formation and operation, compliance, and employment and compensation.



With respect to private investment funds, Kelly handles all aspects of their formation and ongoing operations. She regularly assists clients with structuring, marketing materials, “market” terms, seed deals and side letters with investors, agreements with service providers and marketers as well as other general corporate matters. She also drafts offering documents and the ancillary documents related thereto.

Kelly’s practice also includes compliance matters, assisting SEC registered advisers with preparing Form ADVs and establishing compliance programs. In addition, she provides assistance with management company agreements and succession planning.

Kelly has deep experience in employment and compensation matters. She frequently advises clients on designing compensation plans and drafts employment agreements, “partnership” agreements and termination agreements.


Rutgers School of Law – Newark (J.D., Order of the Coif, 2003)

Rutgers Law Review, Research Editor

Washington & Lee University (B.A., cum laude, 1999)

Bar Admissions

2004, New York


Business as Usual for Now—A Reprieve from the FTC’s Nationwide Noncompete Ban

July 8, 2024

As explained below, the effective date of the Federal Trade Commission’s (“FTC”) rule banning the use of post-employment noncompete agreements has been stayed indefinitely by a federal court in Dallas, pending a final ruling on the merits. Eighteen months ago, we first reported on the FTC’s proposed rule-making that would enact a comprehensive nationwide ban…

SEC Expands its Focus on Whistleblower Protection Rules

June 25, 2024

The SEC has continued and expanded its focus on violations of Rule 21F-17 of the Securities Exchange Act of 1934 (i.e., the whistleblower protection rule). The SEC began actively enforcing the whistleblower protection rule many years ago, although enforcement actions in late 2023 reflected an intensified focus on whistleblower protections in separation agreements and other…

SEC Charges Firms for Violating Whistleblower Protection Rules in Employment Agreements, Separation Agreements and Releases

October 13, 2023

Firms should review their employment related agreements to determine if any changes are necessary. In September 2023, the SEC issued orders against each of D.E. Shaw & Co., L.P. (“D.E. Shaw”), CBRE, Inc. (“CBRE”) and Monolith Resources LLC (“Monolith”) in connection with provisions in their separation agreements and other employment-related documents that violated Rule 21F-17…

Kleinberg Kaplan Recognized in Latest Edition of The Legal 500: United States

June 14, 2023

Premier boutique law firm Kleinberg Kaplan was recognized in the latest edition of The Legal 500: United States for its Hedge Funds and Investor Activism practices. The Hedge Funds practice was praised for its “thorough and practical advice, efficiency in getting projects done, and competitive rates.” As one client stated, “KKWC has been demonstrating an outstanding ability to…

To Compete or Not To Compete — the FTC’s New View on Unfair Competition

January 17, 2023

Non-compete agreements have long been a staple in the employment arena, despite their potentially anti-competitive effect. They are both common and highly controversial. In the best light, they are seen as a means of balancing the employee’s right to seek other employment with the employer’s legitimate interest in protecting itself from unfair competition by a…

Kleinberg Kaplan Becomes Champion Sponsor of Women in Funds

July 23, 2019

Premier boutique law firm Kleinberg Kaplan announced that it has become a champion-level sponsor of WOMEN IN FUNDS, a social community for female leaders in the private investment funds industry and select senior leaders at law firms, allocators, and industry consultants. “As a firm we recognize the need for diversity and we likewise counsel our…

AIFMD Set to Take Effect in July 2013

May 31, 2013

Introduction This alert is a reminder to our clients of the Alternative Fund Manager’s Directive (“AIFMD”), which goes into effect as of July 21, 2013 for most European Union (“EU”) Member States, and its implications from the perspective of a US manager[1] that manages non-EU domiciled funds[2]. Managers who intend to “market” (see definition below)…

Impact of the JOBS Act on Hedge Funds and Private Equity Funds

May 1, 2012

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”) which amends certain provisions of the federal securities laws. Of particular significance to hedge funds and private equity funds are: the elimination of the ban on general solicitation and general advertising under Regulation D of the Securities…

SEC Adopts Amendments to Part 2 of Form ADV

January 24, 2011

The Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to Part 2 of Form ADV (commonly referred to as the “brochure” and currently designated Part II of Form ADV).1 The Amendments are intended to provide advisory clients with clearly written, meaningful, current disclosure of the business practices, conflicts of interest and background of…