RICHARD GUIDICE, JR.

PARTNER

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Richard Guidice advises both start-up and established private investment funds, as well as private fund managers, registered investment advisers, commodity pool operators, broker-dealers, family offices and other financial institutions on regulatory and strategic issues related to their formation, structure and operation.

Practices

About

Richard also has extensive experience counseling family offices, foundations, private and public pension plans, and other LP-side investors regarding their unique structuring, diligence and legal concerns with respect to their investments in alternative asset classes.

In particular, Richard spends a significant portion of his practice:

  • Forming and structuring domestic and offshore hedge funds, private equity funds, real estate funds and other investment vehicles
  • Forming and registering investment advisers and broker-dealers
  • Drafting and negotiating various agreements, including management company ownership agreements, managed account agreements, employment agreements, and agreements with prime brokers, administrators, subadvisors, marketers, consultants and other service providers
  • Assisting clients with designing, implementing and monitoring customized compliance programs, and providing related training to employees
  • Advising clients concerning regulatory compliance, including SEC filing and reporting obligations, soft-dollar arrangements and blue sky compliance
  • Counseling clients through SEC, CFTC, FINRA, NFA and state regulatory examinations and inquiries
  • Advising commodity pool operators and commodity trading advisors on registration and compliance obligations under CFTC and NFA regulations
  • Counseling clients on acquisitions and sales of investment advisers and other financial services businesses

Education

Fordham University School of Law (J.D., Dean’s List, 2003)

Fordham Urban Law Journal, Associate Business Editor

St. John’s University (B.S., summa cum laude, 2000)

Bar Admissions

New York

New Jersey

United States District Court for the District of New Jersey

Speaking Engagements

New SEC Marketing Rule: What Asset Managers Need to Know to Be Ready for November 2022

Co-presenter, Kleinberg Kaplan Presents Private Funds: The Essential Series (Episode 1), September 2022

Enterprise Risk Management for Fund Managers

Panelist, 2020 Hedge Fund Manager Summit – CohnReznick, LLP, February 2020

Pay-To-Play: Don’t Get Caught Out This Election Season

Speaker, Sponsored by Fund Intelligence, July 2016

Publications

“How Advisors Can Get Ready for New SEC Marketing Rule,”

Think Advisor, September 2022 (featured)

Insights

Action Items for Advisers prior to Marketing Rule Going Live

 October 12, 2022

The Securities and Exchange Commission (“SEC”) adopted sweeping amendments to the rules that govern advertising by investment advisers and payments to solicitors under the Investment Advisers Act of 1940, as amended (“Advisers Act”). These amendments combined the prior rules governing advertising and paid solicitation into a single revised Rule 206(4)-1 (the “Marketing Rule”).1 All investment advisers registered,…

SEC Announces 2022 Examination Priorities

 May 2, 2022,

On March 30, 2022, the Division of Examinations (formerly known as the Office of Compliance Inspections and Examinations) (the “Division”) of the Securities and Exchange Commission (the “SEC”) announced its 2022 examination priorities for registered investment advisers (“RIAs”).1 The Division grouped the priorities into six general thematic areas: the operation of private investment funds; environmental,…

SEC Increases “Qualified Client” Standards

 August 2, 2021

On June 17, 2021, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (the “Order”1) increasing the dollar amount tests in order to qualify as a “qualified client” in Rule 205-3 (the “Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As described below, these changes will be effective…

Helping Clients Navigate COVID-19 (Updating)

 August 18, 2020,

Kleinberg Kaplan is working closely with our clients to provide counsel and guidance during these unprecedented times. A selection of our recent thought leadership pieces related to the implications of COVID-19 includes: Corporate Considerations  The PPP Just Got Better (June 10, 2020): Chris Davis, Dov Kleiner, Uri Rosenwasser and Benjamin Goldman discuss the key highlights of the…

OCIE Risk Alert – Observations from Examinations of Private Fund Advisers

 July 22, 2020

On June 23, 2020, the staff of the Office of Compliance Inspections and Examinations (“OCIE”) of the U.S. Securities and Exchange Commission (the “SEC”) issued a risk alert (the “Risk Alert”) that provides an overview of certain compliance issues and deficiencies that OCIE has observed in recent examinations of registered investment advisers that manage private…

SEC Sets LIBOR Transition Preparedness as an Examination Initiative

 July 21, 2020

The LIBOR transition encompasses far-ranging legal issues that impact the investment management industry, including the potential impact on trading and derivatives portfolios, fund performance targets within fund documentation, financing and brokerage arrangements, and a wide range of operational and other issues that need to be considered by managers. Background LIBOR (London Interbank Offered Rate) is…

COVID-19: Temporary Form ADV and Form PF Relief Period Extended to June 30, 2020

 April 2, 2020

On March 25, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued an exemptive order (the “Updated Order”1) expanding the temporary regulatory relief from certain Form ADV and Form PF requirements previously granted under its March 13, 2020 exemptive order (the “Original Order”) to investment advisers whose operations may be disrupted by the outbreak of…

SEC Grants Temporary Relief to Investment Advisers Impacted by COVID-19

 March 23, 2020

On March 13, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued an exemptive order (the “Order” [1]) granting conditional relief from certain Form ADV and Form PF requirements to investment advisers whose operations may be disrupted by the outbreak of the COVID-19 virus. In addition, on March 16, 2020, the staff of the SEC’s…

SEC Announces 2019 Examination Priorities

 January 8, 2019,

On December 20, 2018, the Office of Compliance Inspections and Examinations (“OCIE“) of the Securities and Exchange Commission (the “SEC“) announced its 2019 examination priorities for registered investment advisers.[1] OCIE grouped the priorities into six general thematic areas: (1) matters of importance to retail investors, including seniors and those saving for retirement; (2) compliance and…

Investment Adviser Compliance Issues Related to the Cash Solicitation Rule

 December 18, 2018,

On October 31, 2018, the staff in the Office of Compliance Inspections and Examinations (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued a risk alert (the “Risk Alert”)[1] describing some of the most common deficiencies the Staff has cited relating to Rule 206(4)-3 (the “Cash Solicitation Rule”) under the Investment Advisers…

SEC Withdraws Two No-Action Letters Concerning Proxy Advisory Firms

 October 24, 2018,

The Securities and Exchange Commission’s (the “SEC“) Division of Investment Management has announced the withdrawal of two no-action letters[1] that provided guidance to registered investment advisers regarding their use of proxy advisory firms consistent with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Proxy Rule“). [2] Under the Proxy Rule, registered…

Update: NFA Releases Effective Date(s) for Interpretive Notice Establishing Disclosure Requirements for Registered CPOs/CTAs Engaging in Virtual Currency Activities

 August 16, 2018,

On July 20, 2018, the National Futures Association (“NFA”) issued an interpretive notice (the “Interpretive Notice”) detailing new disclosure requirements for registered commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) to address certain risks stemming from the recent growth of the virtual currency and virtual currency derivatives markets.[1] On August 9, 2018, the NFA issued…

NFA Issues New Disclosure Requirements for Registered CPOs/CTAs Engaging in Virtual Currency Activities

 August 7, 2018,

On July 20, 2018, the National Futures Association (“NFA”) issued new disclosure requirements for registered commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) to address certain risks stemming from the recent growth of the virtual currency and virtual currency derivatives markets. The new requirements will require, among other things, CPOs and CTAs trading in…

SEC Regulatory Roundup: Best Execution, Pay-to-Play and Advertising Red Flags for Private Fund Managers

 August 7, 2018,

On July 11, 2018, the staff in the Office of Compliance Inspections and Examinations (the “Staff“) of the U.S. Securities and Exchange Commission (the “SEC“) issued a risk alert (the “Risk Alert”)[1] describing many of the most common best execution-related deficiencies cited by the Staff in recent examinations of investment advisers. In addition, on July…

SEC Announces 2018 Examination Priorities

 March 5, 2018,

On February 7th, the Office of Compliance Inspections and Examinations (“OCIE“) of the Securities and Exchange Commission (the “SEC“) announced its 2018 examination priorities for registered investment advisers.[1] OCIE grouped the priorities into five general thematic areas: (1) protecting retail investors, concentrating on senior investors and retirement investments; (2) compliance and risks in critical market…

Advertising Rule Compliance Issues Most Frequently Identified by the SEC in Investment Adviser Exams

 October 31, 2017,

Background On September 14, 2017, the staff of the Office of Compliance Inspections and Examinations (“OCIE“) of the Securities and Exchange Commission (the “SEC“) issued a risk alert (the “Risk Alert“)[1] regarding the most frequently identified compliance issues related to SEC-registered investment adviser (“RIA“) compliance with Rule 206(4)-1 (the “Advertising Rule“) under the Investment Advisers…

SEC Announces 2017 Examination Priorities

 February 1, 2017,

On January 12th, the Office of Compliance Inspections and Examinations (“OCIE“) of the Securities and Exchange Commission (the “SEC“) announced its 2017 examination priorities for registered investment advisers.[1] OCIE grouped the priorities into three general thematic areas: protecting retail investors, focusing on senior investors and retirement investments, and assessing market-wide risks. OCIE notes that the…

SEC Announces Examinations of RIAs for Whistleblower Rule Compliance

 November 9, 2016,

On October 24, 2016, the staff in the Office of Compliance Inspections and Examinations (the “Staff“) of the U.S. Securities and Exchange Commission (the “SEC“) issued a risk alert announcing that it is examining registered investment advisers (“RIAs“) and registered broker-dealers for compliance with Rule 21F-17 under the Securities Exchange Act of 1934, as amended…

SEC Proposes Business Continuity and Transition Plan Rule for Investment Advisers

 August 22, 2016,

On June 28, 2016, the Securities and Exchange Commission (the “SEC“) proposed a new rule (the “Proposed Rule“) that would require SEC-registered investment advisers (“RIAs”) to adopt and implement written business continuity and transition plans (“Continuity Plans“) reasonably designed to address operational and other risks related to a significant disruption in the RIA’s operations.[1] Additionally,…

SEC Announces 2016 Examination Priorities

 February 10, 2016,

On January 11, 2016, the Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (the “SEC”) announced its 2016 examination priorities for registered entities.[1] OCIE grouped the priorities into the same three general thematic areas as in 2015: protecting retail investors, assessing market-wide risks and using data analytics to identify potential…

Cybersecurity Update: NFA Adopts Guidance Regarding Information Systems Security Programs

 January 27, 2016,

The Commodity Futures Trading Commission recently approved the National Futures Association’s (“NFA“) Interpretive Notice requiring NFA member firms to adopt and enforce written policies and procedures to secure customer data and access to their electronic systems (the “Guidance“).[1] The Guidance will become effective on March 1, 2016, and applies to all NFA membership categories, including…

Considerations for Year-End Certifications Concerning Employee Personal Securities Accounts

 December 14, 2015,

Introduction As another calendar year comes to a close, SEC-registered investment advisers once again will collect personal securities reports and certifications of compliance with their Codes of Ethics from their “access persons”[1]. Many advisers allow their access persons to take advantage of a reporting exception for accounts over which the access persons have no direct…

Form BE-10 Filing Deadline Approaches for U.S. Persons with Direct Foreign Investments

 May 19, 2015,

Every five years, the Bureau of Economic Analysis (“BEA”) of the U.S. Department of Commerce conducts a comprehensive Benchmark Survey of U.S. Direct Investment Abroad (“Form BE-10” or “Survey”). Every “U.S. Person” that owns or controls a “Foreign Affiliate” during such U.S. Person’s 2014 fiscal year must file Form BE-10 by May 29, 2015 (or…