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Hedge Funds 2011: Strategies and Structures for an Evolving Marketplace


Speaker(s): Carl Kennedy, Caroline Williams, Dan M. Berkovitz, Eric Mendelsohn, Harry Jho, Kathryn M. Trkla, Laurel FitzPatrick, Leor Landa, Maria Gattuso, Michael Huber, Norm Champ, Steven Schraibman, Udi Grofman, W. Danforth Townley
Recorded on: Sep. 21, 2011
PLI Program #: 29726

Laurel FitzPatrick, head of Ropes & Gray's Hedge Funds practice, has extensive experience structuring and advising a wide range of hedge funds and other private funds. Recent fund formations include alternative multi-year incentive fee arrangements and innovative hybrid vehicles as well as more traditional hedge fund structures. Laurel also assists clients in creating profit-sharing and other compensation structures which provide appropriate incentives and succession strategies.

Laurel works with clients on a wide range of issues including trade structuring and compliance, meeting with regulators on behalf of clients, assisting with regulatory audits, obtaining exemptive and no-action relief from the SEC and helping develop compliance and internal control procedures as well as legal and risk management policies.

Representative Clients and Matters

  • Laurel represents PIMCO's hedge fund platform, assisting them in forming such innovative products as their Tail Risk funds as well as providing continuing advice to their premier absolute return funds.
  • Laurel represents an Asian focused equity long/short fund on a variety of formation, trading, structuring and compliance matters including restructuring the funds, managing counterparty arrangements and structuring investments in Asia.
  • Laurel recently assisted Blackstone in redesigning their cutting edge hybrid private equity/hedge fund vehicle, Strategic Alliance Fund II, which seeds third party hedge fund managers.


Michael Huber is a member of the Legal Department practice groups for Prime Brokerage, Clearing and Futures. He joined Goldman Sachs in 2005 as a vice president and was named managing director in 2011.

Prior to joining the firm, Michael was an associate at Davis Polk and Wardwell, where he advised financial institutions and hedge funds on various financial products, broker-dealer regulation and cross-border collateral issues. In 2001, he was seconded to Deutsche Bank’s legal department to cover prime brokerage.

Michael serves as chairman of the SIFMA Prime Brokerage and Securities Lending Legal and Compliance Subcommittee. He was an adjunct professor at the LLM program in Financial Services Law at New York Law School in 2010.

Michael earned an LLM from the New York University School of Law in 2000 and graduated from the University of Bern School of Law, Switzerland, in 1997. He is admitted to the bars of New York and Bern, Switzerland.


Udi Grofman is a partner in the Corporate Department, co-head of the firm’s Private Funds Practice Group and a member of the Investment Management Practice Group. His practice has an emphasis on investment funds, securities law and regulatory compliance.

EXPERIENCE

Udi's experience includes structuring financial services and investment management firms, hedge funds, private equity funds, hybrid funds and funds-of-funds, and scalable platforms for fund sponsors; and structuring and negotiating seed and strategic investments and relationships. Udi represents institutional seeders and has negotiated dozens of seed deals for seed investors and seeded managers. In addition, he regularly advises investment management firms and their principals on regulatory compliance, crisis and risk management, and other operational issues. Udi also represents both buyers and sellers on mergers and acquisitions of investment management firms and has considerable experience in investment management firm reorganizations.

Udi is recognized as a Band 1 investment funds lawyer in Chambers USA. He is also recognized as a leading lawyer in Who's Who Legal- The International Who's Who of Private Funds Lawyers and in The Legal 500. He writes and speaks frequently on the challenges facing hedge funds in today's market. Most recently, Udi was selected among the finest law firm writers of 2016, along with litigation partner Richard A. Rosen, with a Burton Award for their article, "Political Intelligence and U.S. Insider Trading Regulations," published in Bloomberg BNA's Securities Regulation & Law Report.

Udi served as a lecturer for The Interdisciplinary Center-School of Law, School of Business Management, Herzliya, Israel and is a captain (ret.) in the Israel Defense Forces.

Practices

Corporate
Investment Management
Private Equity Transactions

Education

LL.M.,New York University School of Law, 2000

LL.B.,Tel-Aviv University, 1996 magna cum laude

Bar Admissions

New York

Related Resources

Jul 13, 2016 | Publications
SEC Proposes Rules on Business Continuity and Transition Plans for Investment Advisers

Jun 17, 2016 | Publications
SEC Increases “Qualified Client” Net Worth Threshold

Feb 25, 2016 | Events
Udi Grofman to Speak on U.S. Regulatory Trends at Maples Investment Funds Forum

Mar 06, 2016 | Events
Marco Masotti, Udi Grofman, Michael Hong and Amran Hussein to Participate in ABA/IBA

Education

LL.M.,New York University School of Law, 2000

LL.B.,Tel-Aviv University, 1996 magna cum laude

Bar Admissions

New York

Related Resources

Jul 13, 2016 | Publications
SEC Proposes Rules on Business Continuity and Transition Plans for Investment Advisers

Jun 17, 2016 | Publications
SEC Increases “Qualified Client” Net Worth Threshold

Feb 25, 2016 | Events
Udi Grofman to Speak on U.S. Regulatory Trends at Maples Investment Funds Forum

Mar 06, 2016 | Events
Marco Masotti, Udi Grofman, Michael Hong and Amran Hussein to Participate in ABA/IBA International Conference on Private Investment Funds

Jan 11, 2016 | Publications
SEC Announces 2016 Examination Priorities

Dec 21, 2015 | Publications
Annual Privacy Policy Notice Requirement

Nov 23, 2015 | Publications
Private Funds Regulatory Compliance Calendar 2016

Sep 24, 2015 | Publications
FinCEN Proposes AML Regulations for Investment Advisers

Sep 17, 2015 | Publications
OCIE Issues Additional Information on Cybersecurity Examination Initiative

Aug 27, 2015 | Publications
FinCEN Proposes AML Regulations for Investment Advisers

Aug 26, 2015 | Home
General Solicitation and General Advertising

Aug 24, 2015 | Publications
Richard Rosen and Udi Grofman Co-Author Bloomberg BNA Article on Political Intelligence and Insider Trading

Aug 12, 2015 | Publications
SEC Issues Guidance on “General Solicitation or General Advertising”


Harry Jho is a Partner at Harry Jho LLC. Since 2001, Mr. Jho has worked for leading buy and sell side firms in the area of securities finance and trading. For the sell side, Mr. Jho has advised major prime brokers in structuring their product platforms and drafted the form of prime brokerage agreement most commonly used by the leading primes. Mr. Jho has advised also major dealers on matters relating to termination and credit loss. For the buy side, Mr. Jho has helped several leading hedge funds implement their documentation strategy with respect to ISDAs, Prime Brokerage, Securities Lending, Repo and Master Confirmation Agreements. For the industry, Mr. Jho advises ISDA on equity derivatives matters. He has advised ISDA on various US and European Master Confirmation Agreements, the 2011 ISDA Equity Derivatives Definitions, and the Equity Matrices. Most of the flow OTC equity derivatives contracts in use today are based, in whole or in part, on forms produced by Mr. Jho.

During the course of his career, Mr. Jho has helped to define the negotiation posture taken industry-wide by both hedge funds and banks with respect to the key aspects of their prime brokerage and term financing relationships. At Bank of America, Mr. Jho was the lead attorney responsible for Equity Finance transactions (covering Prime Brokerage and Equity Financing Derivatives) and oversaw the Bank’s implementation of its Arranged Finance, Fixed Income PB and Portfolio Margining platforms. In 2006, Mr. Jho was awarded special commendations from both the Legal and Credit Risk departments of Bank of America for handling the bank’s response to the Amaranth crisis. Mr. Jho is a frequent speaker on topics relating to derivatives and prime brokerage.

Mr. Jho holds a J.D. from Yale Law School and graduated Phi Beta Kappa, with Highest Distinction, from the University of Michigan. He was formerly associated with Davis Polk & Wardwell and was a Principal and Assistant General Counsel at Bank of America. Mr. Jho is the author of An Index of ISDA Terms, published in 2007 by ISDA. Mr. Jho is also a member of the bar of the US Court of Appeals for the Second Circuit, having argued several appeals before that court.


Eric Mendelsohn is an independent consultant specializing in the negotiation of prime brokerage and other trading and credit arrangements and documentation. Prior to this, Mr. Mendelsohn was an Executive Director and Head of Product and Financing Solutions at FrontPoint Partners LLC, where he co-chaired FrontPoint's Counterparty Credit, Liquidity and Risk Committee and served on the firm's Valuation Committee. Prior to joining FrontPoint, Mr. Mendelsohn worked as an associate in the Financial Institutions Group at Davis Polk & Wardwell.
 
Mr. Mendelsohn received B.C.L. and LL.B. degrees (civil and common law) from the McGill University Faculty of Law. After law school, Mr. Mendelsohn clerked for the Chief Justice at the Supreme Court of Canada. Mr. Mendelsohn is a member of the New York Bar and the Law Society of Upper Canada.


Steven Schraibman is Director and Counsel at S.A.C. Capital Advisors, L.P. Mr. Schraibman is the lead counsel for hedge fund financing platforms, including prime brokerage, derivatives and repurchase agreements and, in his capacity for managing trading documentation risk across SAC's global trading business, is a member of the firm's Counterparty Risk Management Committee. 

Mr. Schraibman is active on various industry documentation committees and working groups and is a frequent speaker for both the International Swaps and Derivatives Association, Inc. and the Managed Funds Association.

Prior to joining S.A.C., Mr. Schraibman worked as an associate at major law firms and Counsel at Citadel Investment Group, L.L.C.

Mr. Schraibman received a J.D. with a Business Concentration from Northwestern University School of Law and a B.A. from the University of Texas at Austin.


Caroline Williams is based in Walkers’ Cayman Islands office where she is a partner in the firm’s Global Investment Funds Group and Global Corporate Group. She has a broad private funds practice specialising in both hedge funds and private equity. Caroline has extensive experience advising private equity fund sponsors on the structuring and formation of funds and co-investment and alternative investment vehicles and the completion of transactions undertaken by them.

Caroline has broad experience advising on the sale and purchase of portfolio investments and advising on secondary transactions. Her practice also encompasses advising on initial public offerings, mergers and acquisitions, joint ventures and corporate reorganisations. Caroline acts for leading financial institutions, investment managers, including institutional sponsors of private equity and hedge funds, and also boutique and start up managers.

Caroline trained as a solicitor with Linklaters, London where she remained after qualification in 1996, working in Linklaters’ International Finance Department. Caroline advised there on a wide range of capital markets and structured finance transactions.

Caroline is a member of the Law Society of England and Wales and a frequent speaker at industry events.

Caroline is consistently ranked as a leading lawyer in prominent legal directories, including the Chambers Global Guide, Legal 500, IFLR 1000, International Who’s Who of Private Funds Lawyers and Legal Media Group's Guide to the World's Leading Lawyers. Most recently, Caroline was recognised in the 2019 Chambers Global Guide as a lawyer who clients "choose for big-ticket stuff". She was further described as a "terrific" and a "very dependable lawyer" in the investment funds space and noted as being regarded by fellow practitioners as "very good" and an adviser who is "thoughtful, diligent and careful".  The 2018 Chambers Global Guide noted that "sources describe Caroline Williams as "hugely well respected in the funds market". She has a client-friendly style. She also has plenty of experience and some very considerable relationships with major asset managers".  The 2017 Chambers Global Guide recognizes Caroline as a "seasoned practitioner with expertise in advising on the formation of large private equity funds for investment in numerous sectors". The 2017 International Who's Who of Private Fund Formation Lawyers identified Caroline as a "Thought Leader" and noted that Caroline had been recommended as "one of Cayman's strongest funds lawyers". The 2016 Chambers Global Guide noted that clients "value and respect her advice in relation to complex structuring matters". She was recognised in the 2016 Legal 500 directory as being able to "both advise on complex issues and defuse difficult situations". The 2015 Chambers Global Guide noted that Caroline Williams “has a great personality and is a pleasure to work with – she handles difficult situations very well”. The 2015 edition of the Legal 500 directory recognised Caroline as being "phenomenal" and "incredibly responsive, commercial and knowledgeable" as well as having an "especially strong work ethic".

Qualifications

Honours Degree in Law, University of Cambridge, England



Dan M. Berkovitz was nominated by President Trump to serve as a Commissioner of the Commodity Futures Trading Commission on April 24, 2018. He was unanimously confirmed by the Senate on August 28, 2018 and sworn into office on September 7, 2018 for a five-year term expiring in April 2023.

Prior to his appointment, Mr. Berkovitz was a partner and co-chair of the futures and derivatives practice at the law firm of WilmerHale. He also was an Adjunct Professor at Georgetown University Law School, and vice-chair of the American Bar Association Committee on Futures and Derivatives.

Mr. Berkovitz served as General Counsel of the CFTC from 2009-2013. While serving in this role, he was the agency’s Deputy Representative to the Financial Stability Oversight Council (FSOC). Before the CFTC, Mr. Berkovitz was a senior staff lawyer for the U.S. Senate Permanent Subcommittee on Investigations. He also served as Deputy Assistant Secretary in the Department of Energy’s Office of Environmental Management.

Mr. Berkovitz obtained an A.B. in Physics from Princeton University and a J.D. from the University of California, Hastings College of the Law. He is married to Michelle and they have two children, Zoe and Eli.


Kathryn M. Trkla is a partner at Foley & Lardner LLP. She works on a variety of matters for futures commission merchants and securities brokerage firms, institutional investors, professional trading firms, commercial hedgers, domestic and foreign exchanges, clearing houses, and other clients. Ms. Trkla has close to 35 years’ experience in the derivatives and securities industries, including 11 years with the Chicago Board of Trade (CBOT) where she was senior vice president and associate general counsel before joining Foley in 2000. She is a member of the firm’s Securities, Commodities & Exchange Regulation Practice within the Securities Enforcement & Litigation Practice, and the firm’s Blockchain Task Force and Business Law Department.

Ms. Trkla’s experience ranges from representing clients on matters before the Commodity Futures Trading Commission, Securities and Exchange Commission and self-regulatory organizations; analyzing regulatory proposals; counseling clients on the implications of legislative and rule changes; and providing general regulatory counsel. Her deep experience and background qualify her to provide a broad and unique perspective on the issues and regulations facing the financial markets and market participants.

Ms. Trkla is a Vice Chair of the ABA Derivatives & Futures Law Committee, Co-Chair of the ABA Part 190 Subcommittee (which developed and submitted to the CFTC comprehensive proposed amendments to the CFTC Part 190 Commodity Broker Bankruptcy Rules), and Chair of the ABA Innovative Digitized Products and Processes Subcommittee. She is a recent past member of the FIA Law & Compliance Division Executive Committee. She has written on diverse matters ranging from regulation of derivatives markets and derivatives clearing, to commodity broker bankruptcies. She is a frequent speaker on those topics on continuing legal education panels at PLI, ABA and FIA events.

Ms. Trkla received her J.D. from Northwestern University School of Law and her B.A. from the University of Chicago. 


Leor Landa is a partner in Davis Polk’s Investment Management/Private Funds Group. He advises a wide range of private investment funds, including private equity funds, hedge funds, hybrid funds, real estate funds, secondary funds, funds of funds, fund and advisory platforms and asset allocation products, on fund formation, governance arrangements, transactions, and regulatory and compliance matters.  Mr. Landa is also a leader in the secondaries space, having steered many complicated GP-led fund restructurings and significant, structured secondaries transactions.  Mr. Landa also represents several large institutional investors that invest in private funds.

 Mr. Landa is recognized as a leading fund formation lawyer in many national and international industry publications, including:

  • Chambers Global
  • Chambers USA
  • IFLR’s Guide to the World’s Leading Private Equity Lawyers and the IFLR1000
  • The Legal 500 U.S.
  • Who’s Who Legal–International Who’s Who of Private Funds Lawyers and International Who’s Who of Business Lawyers
  • Expert Guides:
  • World’s Leading Private Equity Lawyers
  • World’s Leading Investment Funds Lawyers
  • Best of the Best USA

Chambers USA notes that Mr. Landa has “broad and deep experience across private investment funds of all types,” and “can provide a blended perspective” which “is informed by a range of clients.” One Chambers commentator described Mr. Landa as an “unbelievable attorney in investment management and a great negotiator for fund formation," while another praised: “… he’s one of the leading funds lawyers in the country. I get thorough, expert advice in a timely way whenever I need input.”

Representative private fund clients have included: Credit Suisse, Avenue Capital, Mudrick Capital, Hitchwood Capital, Perella Weinberg Partners, Reverence Capital, Czech Asset Management, Citadel, CPPIB, Morgan Stanley and J.P. Morgan.


Summary
Maria is a Principal in Deloitte’s Regulatory and Operations practice and is part of the team leading Deloitte’s initiatives around recently adopted rules affecting the investment management industry. Working within Deloitte's Center for Regulatory Strategies, she focuses on regulatory and compliance matters for Deloitte's investment management clients including investment advisers, wealth managers, mutual fund complexes, hedge funds and private equity funds.  Over her 20-plus year career as an attorney, Maria has acquired extensive experience on a broad range of issues and transactions affecting clients in the investment management industry. She has advised clients on regulatory, compliance and transactional matters involving registered investment companies, business development companies, ETFs, private funds and their investment advisers, including in connection with regulatory examinations, inquiries and impact analysis. 

Ms. Gattuso has served as co-chairperson of the 100 women in hedge fundsTM Legal Peer Advisory Counsel and the Women’s Investment Management Forum.  She has served as an adjunct professor of law of Georgetown University Law Center, where she has taught classes on investment management law.

Ms. Gattuso has participated in conference panels, including those sponsored by the Investment Company Institute, NICSA and Practicing Law Institute regarding important issues affecting the asset management industry.  Topics presented on have included compliance related matters, the DOL Fiduciary Rule, Mutual Fund Modernization, Liquidity Rule, Pay-to-Play regulations, registration requirements for investment advisers, registered closed end funds and business development companies.

Ms. Gattuso is fluent in Spanish.

Prior Experience
Prior to joining Deloitte, Ms. Gattuso was most recently a partner at Willkie Farr & Gallagher LLP. Prior to that, she was a partner at Shearman & Sterling LLP.

Education
University of Pennsylvania JD, 1994
State University of New York at Stony Brook BA, 1990


Norm Champ is a partner in the New York office of Kirkland & Ellis LLP. Norm is a member of the Investment Funds Group. Previously, Norm was the director of the Division of Investment Management at the U.S. Securities and Exchange Commission (SEC).

Norm’s book, Going Public, about his experiences at the SEC is due out from McGraw-Hill in 2017.

While at the SEC, Norm played a key role in the SEC’s completion of landmark reforms in 2014 to strengthen the $3 trillion money market fund industry, and led important structural and policy changes. He was the leader of interactions with the Financial Stability Oversight Council as the Council turned its attention to whether asset management firms are “systemically important.” He also worked on crisis management efforts at securities firms to protect customers of those firms. Norm also headed the creation of Guidance Updates and Senior Level Engagement initiatives created to provide transparency to the industry and to engage with boards and senior management of asset management firms.

Prior to becoming the Director of the Division of Investment Management, he was the Deputy Director of the SEC’s Office of Compliance, Inspections and Examinations (OCIE) and the Associate Regional Director for Examinations in the SEC’s New York Regional Office. In these capacities he supervised SEC examinations of investment advisors, investment companies, broker-dealers, national securities exchanges, credit rating agencies, clearing firms and other market participants.

Norm is one of several members of the SEC’s Division of Investment Management who have recently joined Kirkland’s Investment Funds Group Regulatory Practice. Jamie Walter served as senior counsel in the Private Funds Branch of the Division’s Rulemaking Office. Aaron Schlaphoff was an attorney fellow in the Division’s Rulemaking Office.

Norm is a frequent and seasoned speaker having presented on securities law topics at SEC programs, Princeton University’s Bendheim Center for Finance, the Practicing Law Institute, ICI, SIFMA, MFA, the Saudi Central Bank, the New York City Bar Association, the International Bar Association, the ACA Compliance Group, Financial Times, and others.

He is also a lecturer on investment management law at Harvard Law School.

Mr. Champ has an A.B. in History from Princeton University and a J.D. from Harvard Law School. He was a Fulbright Scholar at King’s College in London where he received his M.A. in War Studies.


W. Danforth Townley is an Attorney Fellow in the Division of Investment Management at the U.S. Securities and Exchange Commission in New York and Washington, D.C. Mr. Townley participates in rulemaking activities of the Division and provides advice on policy initiatives affecting the asset management industry. Prior to joining the SEC, Mr. Townley was a partner at Davis Polk & Wardwell LLP, advising clients on the structuring and offering of hedge funds, private equity funds and other investment vehicles and advising on regulatory compliance with the Investment Company Act and the Investment Advisers Act. Mr. Townley has been practicing in New York City for most of his career; he also worked for several years in the Hong Kong and Tokyo offices of Davis Polk. Mr. Townley received his J.D. from the Yale Law School in 1985 and graduated from Yale College with a B.A. in History in 1979. He clerked with U.S. District Court Judge Robert Sweet from 1985-86.