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Our lawyers advise funds on all matters relating to securities trading and compliance as well as opportunities-driven capital structure arbitrage. We regularly advise clients on the legal risks and opportunities of particular trading strategies, such as the impact of becoming “restricted,” trading in compliance with securities laws, implementing selling plans (with or without registration), and leveraging unique opportunities embedded in complex capital structures and debt instruments. Our experience across this full range of activities uniquely attunes us to the sensitive issues that can arise in trading and arbitrage.

We have been involved in all aspects of fund trading and capital structure analyses, including helping our clients to:

  • Negotiate bespoke and form non-disclosure and confidentiality agreements as well as procedures and documentation relating to "big boy" and similar trades
  • Evaluate the risks and benefits of restricted as opposed to unrestricted status
  • Comply with applicable securities laws, including trading restrictions applicable to "control securities" or "restricted securities" and under antifraud rules and safe harbors
  • Design effective disposition plans, including implementations under Rule 144A and in connection with privately negotiated transactions
  • Comply with the Securities and Exchange Act of 1934, including with respect to Section 13(d) and 13(g), the federal proxy rules and Section 16
  • Identify and evaluate unique and proprietary trading strategies with respect to complex indentures, preferred stock certificates of designation and capital structures generally
  • Hedge positions in restricted securities and close out boxed long/short positions
  • Obtain or ensure the availability of "hard-to-borrow" securities
  • Comply with Regulation M