Investment Adviser and Hedge Fund Regulation

This course provides an in-depth introduction to key aspects of the federal regulation of investment advisers under the U.S. Investment Advisers Act of 1940 from the perspective of a practicing General Counsel and Chief Compliance Officer of a fund of hedge funds manager.  Within that context, the course will provide a basic introduction to hedge funds, fund-of-funds, and other forms of private fund offerings and examine the impact of U.S. federal investment adviser regulation on such funds and their advisers.  Students will learn the basics of the federal regulatory and administrative structure governing investment advisers in the U.S., with a focus on advisers to private funds and the key topics impacting an adviser’s regular compliance obligations.  Beyond providing students with a basic grounding in the applicable rules, regulations and legal theories governing U.S. investment advisers, the course will seek to provide students with an understanding of how these are applied and play out in practice.  Lectures will be led by a current practitioner, as well as students in the class, and may also utilize guest lecturers consisting of practicing attorneys and business people involved in the legal and business aspects of the investment management and hedge fund industry. 
The subject matter will be presented through a combination of statutory reading and interpretation, administrative guidance, case law, and real-world issues and situations  This course will help develop basic core practice skills with respect to U.S. securities law statutory interpretation and will introduce students to administrative law concepts on how the law may be  made or defined not just through rules and regulations and traditional case law, but also through an intricate system of government agency administrative and legal actions, releases, letters and interpretive guidance, e.g. SEC staff adopting releases, interpretive releases, no-action letters, examinations, speeches, and other SEC staff interpretive guidance.
This will be a skills course.  There will be no exam.  Students will be asked to (i) comment on or draft documents that a practitioner in this area would encounter based upon the material covered in the course and (ii) present a full lecture to the class on one of the subjects to be covered in a given class.  Certain assignments, including the lecture, may be required to be done in teams.  Students will be evaluated and graded based on these assignments and class participation.

Strongly Recommended Pre-Requisites

Required Pre-Requisites
Securities Regulation, Financial Institutions II, or Federal Regulation of Investment Companies and Investment Advisers (or similar courses at professor’s discretion)

Credits: 2