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The Law of Private Investment Funds (Second Edition)

Authors: Timothy Spangler
Editions: Oxford University Press
Pages: 328 pages
Date: September 2012
The new edition of The Law of Private Investment Funds offers a practical analysis of the legal and regulatory issues that arise in connection with the structuring, formation, and operation of private investment funds, including hedge funds, private equity funds, real estate funds, and other non-retail collective investment vehicles. The book provides a unique analysis of these funds on a pan-asset class basis, as well as from a US, UK, and European perspective.

The themes of investor protection and fiduciary challenge are considered in the context of the various sources available for investor protection including the substantive rights and obligations under general law, and voluntary and statutory rights of regulation. The author considers the various aspects of running private investment funds against the backdrop of regulation and investor protection. Issues such as structuring and launching, and marketing private investment funds are considered in full. The author also looks at the governance challenge where limited partnerships and offshore companies are concerned.

The book identifies governance as a key issue for private investment fund participants and discusses in depth several ways in which managers and fund participants can improve the governance of their funds. In addition it analyses the consequences and impact of the recent global financial crisis on private funds, and the response of the US, UK, and European regulators. The new edition includes increased coverage of best practice and industry guidelines, including the ILPA Guidelines for private equity funds, and the MFA's Best Practices for hedge funds. It also provides discussion of new regulatory regimes in the US and EU, including the Dodd Frank Act and AIFMD.

The publication is aimed at legal practitioners advising on hedge funds, venture capital and private equity, in-house legal teams at investment banks and institutional investors, accountancy practices, financial regulators and scholars interested in financial law.
  • The only book to focus on the law and regulatory issues arising with private investment funds from an asset-class neutral perspective
  • Provides a compare and contrast approach to private investment funds under UK and US law
  • Includes a detailed discussion of the regulatory and fiduciary duties of fund managers
  • Analyses all sources of investor protection
  • Identifies and discusses practical steps that can be taken to improve the governance of private fund vehicles
New to this edition:
  • Analysis of the impact of the global financial crisis on private funds
  • Increased coverage of best practice and industry guidelines such as the ILPA Guidelines and the MFA's Best Practices
  • Discussion of new regulatory regimes in the US and EU including the Dodd Frank Act and the AIFMD
  • In-depth discussion of how to use side-letters, independent directors and exchange listings to improve governance
About the Author:

Timothy Spangler is a Partner and Chair of the Investment Funds group in Kaye Scholer's London and New York offices, where he regularly advises sponsors on the formation, structuring, and negotiation of a wide variety of investment vehicles, as well as on the full spectrum of securities and regulatory issues typically associated with such transactions. He has worked on a wide range of funds, including hedge funds, private equity funds, venture capital funds, funds of funds, and funds investing in particular countries or sectors. Such vehicles have been formed in numerous jurisdictions, including the United States, the United Kingdom, the Cayman Islands, the Channel Islands, the Isle of Man, Bermuda, Mauritius, the Netherlands, Luxembourg, Germany, and Ireland. His clients have included a full range of parties associated with funds - promoters, managers, advisers, and investors.

In designing a fund, he is familiar with both the range of structures available (e.g., corporations, partnerships, limited liability companies, trusts) and the types of transaction that may be undertaken during the life of a fund (e.g., considerations relating to exit routes and liquidity). Mr. Spangler advises regularly on the ongoing compliance obligations of investment management firms under the U.S. Investment Advisers Act of 1940 and the Financial Services and Markets Act 2000. He also advises fund sponsors and promoters with respect to their internal partnerships, co-investment arrangements and personal investments. In addition, he represents, on a selective basis, potential investors in private investment funds.

He speaks and writes regularly on issues related to private investment funds and alternative asset classes. He is a member of the Private Investment Fund Committee of the Association of the Bar of the City of New York. He also serves as Research Associate with the EDHEC-Risk Institute, focusing on international hedge fund regulation.