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AIFMD Set to Take Effect in July 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)…

Client Alerts | May 31, 2013 | Hedge Funds

Adherence with the ISDA Dodd-Frank March 2013 Protocol

As discussed in our previous alert, End-user Adherence with the ISDA August 2012 Dodd-Frank Protocol, over-the-counter derivatives trades between dealers and end-users are generally governed by master agreement forms and other documentation published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank…

Client Alerts | May 31, 2013 | Derivatives | Hedge Funds

Custody Rule Violations Observed During SEC Examinations

Introduction The staff of the Securities and Exchange Commission (the “SEC”) recently issued a Risk Alert highlighting violations of the Custody Rule. These violations were observed in the course of the SEC’s National Examination Program (the “NEP”) of registered investment advisers. Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940, as amended…

Client Alerts | April 22, 2013 | Hedge Funds

Delaware Court of Chancery Confirms that a Reverse Triangular Merger Does Not Constitute an Assignment by Operation of Law

On April 8, 2011, the Delaware Court of Chancery (“Court”) sent preliminary tremors through the M&A community when it denied a motion to dismiss a breach of contract claim in a case of first impression for the Court. In denying the motion to dismiss, the Court indicated a willingness to consider the possibility that a…

Client Alerts | April 10, 2013 | Mergers & Acquisitions

Bankruptcy Reform

Kleinberg Kaplan will participate in a study of potential Bankruptcy Code reform. The American Bankruptcy Institute has formed a commission to study and propose reforms to Chapter 11 of the Bankruptcy Code that will better balance the goals of reorganization of business debtors, preservation of jobs and maximization of asset values for the benefit of…

Client Alerts | December 31, 2012

CFTC Gives Funds-of-Funds Temporary No-Action Relief from CPO Registration

On November 29, 2012, the Commodity Futures Trading Commission (“CFTC”) announced that it will provide temporary no-action relief for operators of certain funds-of-funds (“FOF”) from the CFTC’s requirements for registration of Commodity Pool Operators (“CPO”). The CFTC recognized that absent such relief, FOF operators may be required to register with the CFTC as CPOs by…

Client Alerts | December 18, 2012 | Securities and Corporate Finance | Hedge Funds

Compliance Dates Extended for End-user Adherence with the ISDA August 2012 Dodd-Frank Protocol

On December 18, 2012, the U.S. Commodity Futures Trading Commission (the “CFTC”) extended the compliance dates for many of its business conduct rules with which “Swap Dealers” and “Major Swap Participants” will be required to comply. Consequently, end-users (e.g., hedge funds, private equity funds and commercial end-users) will have until May 1, 2013 to adhere…

Client Alerts | December 17, 2012 | Securities and Corporate Finance | Hedge Funds