The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Nicole Runyan and Brad Green are partners in Proskauer’s Registered Funds Group, a critical component of Proskauer’s Investment Management platform and one of the pre-eminent practices in the industry.
Nicole and Brad counsel registered funds and their independent board members, as well as investment advisers and sponsors, across a wide range of regulatory, transactional, and compliance matters. They advise on the creation, registration, and operation of new and existing products designed for institutional or retail investors, working with mutual funds, ETFs, and closed-end funds, with particular expertise in BDCs and registered alternative funds. They advise on the full range of issues facing funds, their boards, and their advisers, including regulatory and compliance matters, trading and conflicts issues, disclosure matters, financing transactions, and extraordinary events such as restructurings and acquisitions.
Nicole serves on the Firm's New York Hiring Committee and is Co-Chair of the Women's Investment Management Forum, a networking and educational organization for women in the investment management industry. Brad is passionate about serving the needs of underserved New York City communities. He currently serves on the Board of Directors of Union Settlement, a nonprofit organization founded in 1895 that provides education, wellness, and community-building services and programs to East Harlem residents.
Describe your practice area and what it entails.*
Proskauer is a go-to firm for asset managers and alternative providers of capital, including private and registered funds of every type. We offer a full suite of services, with a market-leading team dedicated solely to advising asset managers, investment funds and their boards, financial institutions, and institutional investors across all asset classes. From fund formations to exits and everything in between, employment matters, litigations, and restructurings, we advise asset managers on all aspects of their business.
In particular, our Registered Funds group is one of the most active in the United States. We represent over 850 investment companies—or their independent board members— with more than $3.0 trillion in assets under management (over 10% of U.S. investment company assets), as well as U.S. and non-U.S. asset managers and other service providers. Our lawyers have practiced for decades in the investment management business, including in the private sector and at the Securities and Exchange Commission.
What types of clients do you represent?
Our clients include over 30 different well-known fund complexes or financial services firms, including Alger, Ares Management, ARK Investment Management, BlackRock/iShares, BNY Mellon, Credit Suisse Asset Management, Franklin Templeton/Legg Mason, Lazard, Neuberger Berman, Oaktree, and UBS. Our clients manage or oversee investments across all asset classes and strategies and in all types of open-end and closed-end fund, ETF, BDC, and hybrid structures. These relationships have been durable, with many having lasted more than a decade and some lasting over a quarter of a century.
What types of cases/deals do you work on?
Our involvement in matters spans the fund life cycle—from product development to reorganizations or acquisitions—and all potential activities along the way. In particular, we work on product structuring, development, and registration; regulatory, compliance, and governance matters; distribution and servicing matters; credit facilities and securities lending programs; mergers, acquisitions, fund adoptions, liquidations, and other restructurings; SEC examinations, inspections, and enforcement investigations and proceedings; and private litigations. For instance, we've advised Central Park Group, an alternative asset manager, in the sale of its business to Macquarie Asset Management.
We regularly assist clients in the development of a wide range of investment strategies for funds, including real estate and infrastructure assets; commodities and other natural resource assets, including managed futures strategies; and private credit, structured credit, high-yield, preferred securities, and other income producing strategies. In addition to structuring traditional open-end and closed-end funds, we have structured alternative and bespoke funds, including interval and "tender offer" funds, registered funds of private funds, and publicly-offered and privately-placed BDCs. Recently, we've advised clients, such as Ares Management and Neuberger Berman, in the structuring and launch of registered private equity funds.
How did you choose this practice area?
Nicole: I have to be honest—it chose me! I started out as a general corporate associate doing mostly M&A work, but pivoted to the Registered Funds practice towards the end of my first year as a result of staffing needs. It might have been the best thing that ever happened to my career—I would have otherwise missed out on so many opportunities to work with amazing clients in a market that is regularly innovating and growing, and found a practice that really fit my interests in the capital markets and securities law.
Brad: As a summer associate, I had a keen interest in joining a transactional-based practice. Unfortunately, that was the extent of my self-realization! I went straight through from college to law school and, therefore, had no real-world employment experience prior to my 2L summer position. I was lucky to find myself at a firm without a formal summer rotation, and tried my hand in a number of practice groups. Ultimately, I was even luckier to fall in with the Registered Funds practice. The work was novel and fit my general interests and personality, but, as importantly, it fit with the other attorneys. I’ve now been working with those attorneys for 13+ years, and we love our clients.
What is a typical day like and/or what are some common tasks you perform?
Nicole: There is a lot of client contact in our space, especially for junior associates. A typical day could involve meeting with one client on a new fund launch, calls with another client to address the SEC's review of a registration statement for an equity or debt offering, preparing for upcoming quarterly board meetings (remember, registered funds essentially operate like public operating companies, but under a slightly different regulatory regime), and calls with legal/compliance at other clients on portfolio management or trading matters. We also regularly support asset management M&A deals, so we advise on ownership changes in connection with those deals. We also spend significant time with our private fund colleagues on structuring platforms for sponsors to offer and manage their strategies across different asset classes and investor bases. Each day is different, but busy!
Brad: In our practice, daily client contact is not the exception—it's the rule. My typical day involves speaking, or at least corresponding, with several different clients, whether relating to long-standing, ongoing representations in which we serve as fund, adviser, or board counsel; funds that are in development or registration with the SEC; one-off questions that come up from time to time as respects ongoing operational, compliance, and regulatory matters; or upcoming quarterly meetings. Since we also assist operating companies and other firm clients in navigating IPOs and corporate M&A and finance transactions, I usually have occasion to speak with colleagues across other practice groups, sometimes on the other side of the world, and advise their clients regarding pressing matters.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Nicole: As someone who had no background in the practice area (I went to a liberal arts university and the chapter on registered funds was the one chapter we skipped in my Securities Regulation class in law school), I would like to say none, but that would do a disservice to the complexities associated with advising our clients. Interested students should be able to find seminars at their law schools (or business schools) that provide background on the role of asset managers in our capital markets, including the types of products they offer and how they are regulated. Oftentimes, those seminars are taught by former SEC officials or active practitioners, so students should be able to get a real sense of a "day in the life" of someone practicing in our space.
Brad: There are many extraordinarily informative securities- and investment management- related programs, seminars and conferences offered both by law schools and third-party organizations. I would encourage interested students to attend at least a few! As an undergraduate English major with no real-world employment experience, these programs provided me with a helpful background—an additional base layer of knowledge—as I entered my practice. I took Securities Regulation in my third year of law school, which was another helpful tool in my arsenal; but, the various programs, seminars and conferences I attended as a student and first- and second-year associate provided me with a more concrete understanding of the particulars of the practice.
What misconceptions exist about your practice area?
Nicole: That it's "just regulatory." No one would describe a capital markets practice advising public companies as "just regulatory," so the idea of framing our practice that way would be to sell it short. It’s a very transactional practice: we lead IPOs and advise clients on other public and private offerings, we structure and launch funds through retail and high- net- worth channels, and we also merge or liquidate them through affiliated arrangement or through third-party deals. There's certainly a regulatory aspect to it, as registered funds are one of the most regulated products in the market, but it's much more than that.
How do you see this practice area evolving in the future?
Nicole: The line between private funds and registered or retail funds continues to blur. Financial advisers want access to the private markets for their clients, and sponsors of private funds want to be able to offer their strategies through retail channels and diversify their platforms. As a result, registered fund attorneys increasingly are gaining expertise in many of the areas traditionally covered by their peers in private fund/fund formation practices, while still learning core skills. I think this type of "cross-training" will become increasingly common for the next generation of lawyers in our space.
What kinds of experience can summer associates gain at this practice area at your firm?
Brad: We pride ourselves on crafting an experience for summer associates that serves to provide a realistic expectation of what life as a junior associate in our practice area entails. To this point, we assign work to summer associates that we would otherwise do. Some examples of what we would assign to our junior associates include: working on various aspects of transactions, fund launches, or other deals; drafting and reviewing offering and investor materials; assisting in the preparation of materials for, and attending, board and other client meetings; interacting with senior SEC staff members; and helping solve and answer live and novel controversies and client questions.
Summer associates can expect to interact directly with partners and other senior attorneys while working on these assignments. As a summer associate, I traveled to Washington, DC to attend a roundtable discussion at the SEC with the chair of our group!
What are some typical career paths for lawyers in this practice area?
Nicole: I think opportunities in our area continue to expand. Asset management firms are in growth mode—whether it's large and established managers looking to expand their platforms or private fund sponsors looking to move into the retail space (or who may be subject to more SEC regulation), demand at law firms for attorneys who want to work in the asset management space continues to grow. That means more opportunities for training and better opportunities for partnership if that is your focus. It also means a lot of varied opportunity for in-house positions, especially at private equity, private credit, or similar sponsors who increasingly need internal expertise from attorneys who are trained in this space.