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Hedge Funds 2012: Strategies and Structures for an Evolving Marketplace


Speaker(s): Andrew J. Bowden, Caroline Williams, Harry Jho, Jessica A. Davis, Michael Huber, Michael J. Drayo, Michael Treisman, Stephanie R. Breslow, Steven Schraibman, Stuart J. Kaswell, Susan C. Ervin, W. Danforth Townley
Recorded on: Sep. 5, 2012
PLI Program #: 35101

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.


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.


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



Drew Bowden was appointed by Chair Mary Jo White as the Director of the Office of Compliance Inspections and Examinations (OCIE) in June 2013. He joined the SEC in November 2011 and initially served as the National Associate for the Investment Adviser and Investment Company Examination Program.  In September 2012, Mr. Bowden was named Deputy Director of OCIE.

Mr. Bowden began his career as a trial attorney and partner at a major Baltimore law firm, specializing in securities related litigation, arbitration, and regulatory matters.  He later worked for seventeen years at Legg Mason in a variety of roles, including legal, compliance, operations, sales, service, marketing, and corporate governance.  He has also served on the Board of Governors and Executive Committee of the Investment Adviser Association. He holds a Bachelor of Arts degree, summa cum laude, from Loyola University Maryland and a law degree, cum laude, from The University of Pennsylvania.


Jessica A. Davis, Esq. is the Chief Operating Officer and General Counsel of Lodge Hill Capital, LLC, an SEC registered investment manager advising long/short equity hedge funds.

Prior to joining Lodge Hill, Jessica spent ten years as General Counsel and Chief Compliance Officer at Protégé Partners, LLC, an SEC registered asset management firm specializing in investing with smaller, niche hedge funds globally.  Jessica additionally served as Co-head of Protégé’s Operational Due Diligence Team, overseeing the initial and ongoing operational due diligence for all hedge funds in which the firm’s funds invested, and was a member of Protégé’s Management Committee.

Previously, Jessica also worked as an Associate in the Investment Management Group of Davis Polk & Wardwell, where she advised a wide range of clients on various issues relating to the formation, development and operation of private equity funds, hedge funds, funds of funds and registered investment companies.

Jessica received a J.D. from Vermont Law School and a B.S. from the University of Rhode Island.  She is admitted to the New York State Bar.  Jessica is currently on the Board of Advocates for Children of New York, a non-profit advocacy group dedicated to ensuring that all children have access to a quality education.


Michael Drayo is Senior Counsel at The Vanguard Group, Inc., an SEC registered investment adviser with more than $2 trillion in assets under management. At Vanguard, Michael focuses on CFTC and SEC derivatives rules impacting portfolios advised by Vanguard. He also provides advice on fund issues arising under the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Since 2010, he has co-authored more than a dozen comment letters submitted to federal regulators by Vanguard on derivatives rules proposed under the Dodd-Frank Act. Prior to joining Vanguard in 2007, he was in private practice for 6 years at the Philadelphia, Pennsylvania law firm of Ballard, Spahr, Andrews & Ingersoll, LLP where he concentrated on regulatory issues affecting mutual funds. He earned a bachelor's degree in economics from Syracuse University in 1997 and his law degree from Syracuse University College of Law in 2001.


Stephanie R. Breslow is a partner at Schulte Roth & Zabel, where she is co-head of the Investment Management Group and a member of the firm’s Executive Committee and Operating Committee. Currently, Stephanie actively represents more than 50 fund complexes, and her practice includes investment management, partnerships and securities, with a focus on the formation of liquid-securities funds (including hedge funds, hybrid funds, credit funds and activist funds), private equity funds (including LBO, mezzanine, distressed, real estate and venture) as well as providing regulatory advice to investment managers. She also represents fund sponsors and institutional investors in connection with seed-capital investments in fund managers and acquisitions of interests in investment-management businesses and funds of funds and other institutional investors in connection with their investment activities, including blockchain technology and virtual currency offerings and transactions.

Stephanie has received the highest industry honors. Among many other recent accomplishments, Stephanie was named to the inaugural Legal 500 Hall of Fame in the category of “Investment Fund Formation and Management: Alternative/Hedge Funds.” The Legal 500 Hall of Fame singled out Stephanie as among the select “individuals who have received constant praise by their clients for continued excellence.” Launched in 2017, the Hall of Fame highlights “the law firm partners who are at the pinnacle of the profession.”

Stephanie is also listed in Chambers USA: America’s Leading LawyersChambers Global: The World’s Leading LawyersIFLR1000Best Lawyers in AmericaWho’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), Who’s Who Legal’s “Thought Leaders,” Who’s Who Legal: The International Who’s Who of Private Funds Lawyers (which ranked her at the top of the world’s “Most Highly Regarded Individuals” list), Expert Guide to the Best of the Best USAExpert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers, Expert Guide to the World’s Leading Women in Business Law and PLC Cross-border Private Equity Handbook, among other leading directories. Stephanie was named the “Private Funds Lawyer of the Year” at the Who’s Who Legal Awards 2014 and the Euromoney Legal Media Group’s “Best in Investment Funds” at the inaugural Americas Women in Business Law Awards. Stephanie is also recognized as one of The Hedge Fund Journal’s 50 Leading Women in Hedge Funds.

Recently serving as chair of the Private Investment Funds Subcommittee of the International Bar Association, Stephanie is a founding member and former chair of the Private Investment Fund Forum. Stephanie is highly sought-after speaker on fund formation and operation and compliance issues, and she regularly publishes articles on the latest trends in these areas.

Stephanie co-authored Private Equity Funds: Formation and Operation (Practising Law Institute) and Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press). She contributed a chapter on “Hedge Fund Investment in Private Equity” for inclusion in PLC Cross-border Private Equity Handbook 2005/06 (Practical Law Company), contributed a chapter on “Advisers to Private Equity Funds — Practical Compliance Considerations” for Mutual Funds and Exchange Traded Funds Regulation, Volume 2 (Practising Law Institute), and wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions (West) and New York Limited Liability Companies: A Guide to Law and Practice (West).

Stephanie earned her J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, and her B.A., cum laude, from Harvard University.


Stuart J. Kaswell is MFA’s Executive Vice President & Managing Director, General Counsel. In his role as chief legal officer, Stuart represents the hedge fund industry on domestic and international legislative and regulatory policy issues. Stuart works directly with MFA’s President & CEO to oversee all legal aspects of the Association’s legislative and regulatory policy initiatives in Washington and around the world.

Prior to joining MFA, Stuart was Partner in Bryan Cave’s White Collar Defense & Investigations, Securities Litigations & Enforcement practice groups and focused on issues including financial services regulation and short sale regulation. Previously, Stuart was Partner in the financial services group at Dechert, LLP. Stuart was Senior Vice President and General Counsel, Securities Industry Association for nearly a decade (1994-2003) serving as chief legal officer and responsible for all legal and regulatory matters. Prior to that, he was Republican (Minority) Counsel, Committee on Energy and Commerce, U.S. House of Representatives. Earlier in his career, (1979-1986) he held several positions at the Securities and Exchange Commission, including as branch chief, OTC regulation, during which time he was responsible for oversight of the NASD. Stuart received his A.B. in political science from Vassar College with General and  Departmental Honors, and his J.D., from Washington College of Law, The American University. His bar admissions include Virginia, District of Columbia, Maryland, U.S. Supreme Court and various Federal Courts.


Michael Treisman is the Chief Legal Officer and Chief Compliance Officer for Tiger Management Advisors L.L.C. Prior to joining Tiger, Mr. Treisman held numerous legal positions within Citi Alternative Investments, the alternative investments platform for Citigroup Inc., and spent several years as a lawyer with Cleary Gottlieb Steen & Hamilton LLP. Mr. Treisman graduated from the University of Pennsylvania and then spent several years working as a legislative assistant to U.S. Congressman Barney Frank and as a staff member on the Subcommittee on International Development, Finance, Trade and Monetary Policy of the U.S. House of Representatives Committee on Financial Services. Afterwards, he attended the Duke University School of Law and subsequently served as a clerk to the Honorable Anthony Scirica on the U.S. Court of Appeals for the Third Circuit. Mr. Treisman currently serves as a trustee of the Ron Brown Scholar Program.


Susan Chadwick Ervin is a member of the Financial Institutions Group at Davis Polk & Wardwell LLP.  Her practice specializes in advising financial institutions, investment managers, end users and other market participants concerning derivatives transactions.  Prior to joining Davis Polk, Ms. Ervin served as a Senior Derivatives Adviser and Attorney Fellow at the U.S. Securities and Exchange Commission, where she helped develop new regulatory approaches to the derivatives markets and participated in the agency’s development of an implementation program for the Dodd Frank Act.  Previously, Ms. Ervin led the derivatives practice at a major international law firm and served for more than ten years as Deputy Director and Chief Counsel of the Division of Trading and Markets of the Commodity Futures Trading Commission. She is the co-author of Derivatives Regulation, a leading treatise on the subject, has written extensively on derivatives regulatory issues and is a frequent speaker at continuing legal education programs. She is a former chair of the Derivatives and Futures Committee of the American Bar Association and the Futures Committee of the New York City Bar Association.


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.