The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Elizabeth Reza, a partner in Ropes & Gray’s Asset Management group and co-head of the Registered Funds group, counsels asset managers on the creation and operation of registered investment companies, including new open-end and closed-end (including interval) funds of all types, with a particular emphasis on registered fund structures that are conducive for offering novel strategies and asset classes to retail investors. She has deep knowledge of the regulatory regimes applicable to registered funds and is able to leverage that knowledge to analyze the unique issues raised by these asset classes. In addition, she has extensive experience working with the staff of the Securities and Exchange Commission on issues related to the registration of funds pursuing novel strategies. Elizabeth also works with clients on their compliance programs; disclosures in offering documents, shareholder communications, and advertising materials; effective governance structures and practices; and responses to regulatory inquiries and investigations.
Describe your practice area and what it entails.
I work in the asset management space, and more specifically, in the registered funds area. This is a regulatory practice, which means that what we are doing is very much prescribed by certain bodies of law and a regulator—the Securities and Exchange Commission (SEC). I work with SEC-registered advisers who sponsor and advise SEC-registered funds that are offered to the public. So we work regularly with the SEC staff and are subject to the staff’s guidance and the regulations that the SEC promulgates from time to time.
What types of clients do you represent?
I represent SEC-registered investment advisers and the funds that they sponsor, as well as the independent directors on the boards that oversee these funds. In my practice area, we can be in three different roles—fund counsel, adviser counsel, or independent director counsel. In some cases, you can fill two of those roles for a single client at the same time. So, we can act as fund and adviser counsel or fund and independent director counsel. But we can never be independent director counsel and adviser counsel for the same fund complex, because there would be a conflict between representing the interests of the independent directors and the interests of the adviser.
My clients include the Voya Funds, Stone Ridge Funds and Stone Ridge Asset Management, the Independent Trustees of the Nationwide Funds, and the Independent Trustees of the DWS Funds.
What types of cases/deals do you work on?
For my primary clients, I handle or am involved in some way with almost any legal or business issue that makes its way to Ropes & Gray. Each of our clients has a “team” at Ropes that works with the client on an ongoing basis. For example, I have represented one of my clients since 2000, which means I really get to know them as people, in addition to understanding how their business works and their risk tolerances. This deep understanding helps us provide counsel in a way that keeps their business in mind and is sensitive to the matters that are most important to them.
Work that I tackle on a day-to-day basis might include a new fund launch, working on compliance program questions, dealing with a compliance breach, working on an acquisition or reorganization both at the adviser level or fund level, or counseling directors at a board meeting. It could also include researching, analyzing the application of newly promulgated rules, or writing a difficult opinion. Within a single day, I might see many different aspects of a client’s business.
How did you choose this practice area?
I initially anticipated that I would be a transactional lawyer, but transitioned into the asset management space because I ultimately wanted a more flexible practice. I had my first child in law school and have four children now, so the flexibility and structure of asset management worked well for me with having such a large family.
Though the group and our clients are very busy, this area is more predictable in terms of the times that will be “extra busy,” so I can plan ahead. It also allows me flexibility to regularly spend time with my family in the evenings and log back online later to meet my deadlines for the next day.
What is a typical day like and/or what are some common tasks you perform?
I spend most of my day with clients and other lawyers at the firm, grabbing time in between calls and meetings to review drafts of various documents that have been sent my way over the course of the day by clients or associates. On the client side, I am answering questions about fund structures, compliance issues, or the application of SEC guidance or a rule. There is usually a fire or two that we need to handle as well.
On the Ropes & Gray side, in my practice area, we staff our work in client teams, so I work with the same associates for a particular client on a regular basis. This consistency enables all team members at every level to get to know our clients and develop their own relationships over time. This means that the clients will regularly contact our associates directly for assistance, and I get looped in as needed by the associates. For example, an associate might ask me to review a proposed response, to talk through the associate’s analysis of the question, or to review a mark-up before it goes back to the client.
I am also proud to serve, with two other partners, as a co-chair of the Ropes Multicultural Forum. This group has always been an important part of my life at Ropes—in fact, my favorite event as a summer associate way back in 1996 was the dinner for diverse lawyers in the Boston office with spouses/significant others at Diane and (future Massachusetts Governor) Deval Patrick’s home. The group was a warm and welcoming community within the larger firm. As a co-chair, I work with other members of the forum on different events and projects to build a sense of community among the diverse lawyers at the firm. The year 2020 brought unique challenges—some of them very particular to the diverse lawyers within our community—and the members of the Ropes Multicultural Forum have worked to meet those moments with hard work, courage, and compassion.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Relatively few law schools have classes that are focused on asset management or the registered funds space, so I recommend students take a securities regulation class because that will give them a sense of whether or not they will enjoy working through the securities laws. Our practice is, at base, a securities law practice, and while we work with the Securities Act and the Exchange Act on a regular basis, the securities laws that really drive what we do are the Investment Company Act and the Investment Advisers Act.
What is the most challenging aspect of practicing in this area?
To me, the most challenging aspect of my practice is that the regulations and guidance from the SEC are always changing, which means that we have to stay on top of the guidance and the new rules that get passed. While it’s challenging, it’s also the best thing because the work is never boring or routine. I’ve been practicing for 23 years, and I still get questions that I don’t know the answer to and have to dig in to figure out.
What misconceptions exist about your practice area?
One of the biggest misconceptions is that the work is boring, and you spend your entire day reviewing prospectuses. I personally spent my first two years at the firm avoiding this practice area because that’s what I had always heard. I was so pleasantly surprised after taking on my first client in this space to find that it was anything but boring. This practice is so broad, and you have to go deep in order to be a good lawyer and provide the judgment calls that clients need.
What is unique about your practice area at your firm?
One of the unique aspects about the Registered Funds practice at Ropes & Gray is its size—we have one of the largest, premier practices in the country. The size of the practice and the wide array of clients that we serve allow us the benefit of internal knowledge sharing to better serve our clients. While we’re large, we’re also a tight-knit group. We’ve done a number of different things over the course of the pandemic to stay connected. They range from practice group events by office (e.g., trivia) to cross-office “pods” that meet by Zoom every three to four weeks just to stay connected (or make connections). We’ve also had different practice group games from time to time—e.g., guessing who people are from their baby pictures, two truths and a lie, etc. In addition, for the first three to four months of the work-from-home period, on a rotating basis, the partners called two junior associates each week just to check in, say hello, make sure that everything was working from a technology perspective, and see if there was anything needed as everyone settled into this unusual time.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
In many ways, nothing has changed in terms of our practice. Since this is a regulatory practice, there was never a moment of downtime because the SEC has continued to pass regulations throughout the year. So asset managers and our attorneys have needed to digest these new rules and begin the process of complying with them. The SEC’s exam staff has also stayed very busy throughout 2020, so we’ve also been helping clients respond to exam questions and findings.
The biggest shift has been that the boards that oversee the funds have had to adjust to meeting virtually. By law, these boards typically meet in person to take certain actions. With the pandemic, the SEC has provided relief to allow the board to meet virtually. As a result, the boards, adviser, and counsel have all had to adjust to a new way of doing business in the board room. Over the course of the year, boards have settled into this virtual environment quite effectively. And we continue to look at ways to replace the in-person lunches, dinners, and other meetings to remain connected with our clients.