James G. Silk

Partner

Washington
Willkie Farr & Gallagher LLP
1875 K Street, N.W.
Washington, DC 20006-1238
T 202 303 1275
F 202 303 2275
jsilkwillkie.com

James G. Silk is a partner in the Asset Management Group. He advises clients across a broad spectrum of both transactional and regulatory matters involving the asset management industry. In that capacity, he advises fund sponsors in the launch of both private and public funds, investment advisers on registration and operational issues, and asset management firms on mergers and other significant corporate transactions both within the U.S. and globally.

Fund Formation
James advises both established investment advisers and emerging managers on fund formation, particularly in the area of hedge funds and private equity fund of funds. He counsels clients on effective fund structuring, sales and marketing practices, management company formation and governance, and investor negotiations, including with respect to structuring and negotiating “fund of ones” and separately managed accounts that pursue hedge and private equity-related strategies. James also advises sponsors of U.S. registered funds and business development companies, and has particular experience in the area of new product development that involves innovative businesses and legal analysis.

Regulatory Advice
James regularly counsels some of the largest and most successful asset management firms, including Goldman Sachs, Deutsche Bank, Credit Suisse and Warburg Pincus, on a wide variety of legal and compliance issues. The firms he advises include investment advisers to registered funds, regulated business development companies, hedge and private equity funds, and separate accounts. He has particular experience dealing with registration issues under the U.S. Investment Advisers Act, and has counseled many clients on the SEC registration process as well as the various exemptions from registration for both U.S. and non-U.S. firms. In the context of registered funds, James regularly advises boards of directors on both routine and non-routine matters, including activist situations, fund mergers, and debt and equity raises. He also has extensive experience advising publicly traded investment advisers, including KKR and Brookfield, and other publicly traded operating companies on "inadvertent investment company" issues and structuring equity and debt offerings in a manner consistent with the requirements of the 1940 Act. He has had significant dealings with regulators on behalf of clients in the area of asset management, in particular dealing with the SEC in connection with both routine and non-routine inquiries.

Corporate Transactions
James has significant experience in asset management M&A transactions. In that capacity he has counseled investment firms on asset management issues involving both public and private acquisitions, standalone and spin-out transactions, and control and minority stake transactions. He is well versed in the complex legal and regulatory issues involved in these type of transactions, including the unique structural and contractual considerations that arise in negotiations, as well as investor consent issues under the Investment Advisers Act and proxy issues under the Investment Company Act.

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Highlights

James G. Silk is a partner in the Asset Management Group. He advises clients across a broad spectrum of both transactional and regulatory matters involving the asset management industry. In that capacity, he advises fund sponsors in the launch of both private and public funds, investment advisers on registration and operational issues, and asset management firms on mergers and other significant corporate transactions both within the U.S. and globally.

Selected Significant Matters

Selected Fund Formation Matters

  • Bridgewater Associates on the formation and offering of Pure Alpha Major Markets Fund, which was reported at the time to be the largest single hedge fund launch in history
  • Credit Suisse in the launch of CS NEXT, a growth capital private equity fund
  • Goldman Sachs in the launch of Goldman Sachs Middle Market Credit and Goldman Sachs Private Middle
  • Market Credit, each privately offered SEC regulated business development companies
  • Lehman Brothers (now Neuberger Berman) on the launch of LBPE, a private equity fund-of-funds publicly traded on the LSE and Euronext
  • Macquarie Bank in the launch and ongoing representation of the Macquarie Global Infrastructure Total Return Fund, a NYSE-listed registered closed-end fund
  • Mark Partners on its family of hedge funds, most recently on the launch of The Mark Equity Opportunity Fund and the Mark Growth & Equity Fund, and their related separate account strategies
  • Monarch in the launch of its debt-focused hedge and PE funds
  • Morgan Stanley in the launch of its Opportunistic and Seventh Street hedge funds
  • New Vernon Capital in the launch of the New Vernon DI Fund, a private equity fund focused exclusively in India, and The Matrix Fund, a hedge fund focused on U.S. long-only equity trading
  • Vicenda Capital, a Swiss-based adviser, in the launch of its global macro hedge fund

Selected Corporate Transactions

  • London-based Aberdeen Asset Management in its acquisitions of:
    • FLAG Capital Management, a manager of private equity and real asset solutions
    • Arden Asset Management, a hedge fund solutions provider
    • Artio Global Investors, a publicly traded investment adviser that actively invests in global fixed income and equity markets primarily for institutional and intermediary clients
    • The India Fund and The Asia Tigers Fund (two NYSE-listed closed-end funds)
  • AREA Property Partners, a leading real estate management firm investing across North America, Europe and India, in its acquisition by Ares Capital Management and its previous sale of a 35% interest to National Australia Bank
  • Ares Capital Corporation, a business development company, in its acquisition of Allied Capital
  • The Crossroads Group, one of the oldest private equity fund-of-funds advisers, in its sale to Lehman Brothers and subsequent spin out to Neuberger Berman
  • Deutsche Asset Management in the:
    • dual spin-out of its quantitative strategies team and global thematic team
    • sale of its $22 billion stable value business to Goldman Sachs
    • sale of its commercial real estate loan platform
  • Ivory Investment Management, a U.S.-based hedge fund manager, in its sale of a minority interest to Affiliated Managers Group
  • Legg Mason in its acquisition of the worldwide asset management business of Citigroup in exchange for Legg Mason’s brokerage business, as well as in its acquisition of Royce Asset Management
  • Macquarie Group, as investment advisory counsel, in its purchase of Delaware Investments from Lincoln Financial Group
  • Mercer in three acquisitions of investment consulting firms, including its acquisition of Hammond Associates
  • OppenheimerFunds in its acquisitions of:
    • VTL Associates, which manages exchange traded funds and separate accounts
    • SteelPath Capital Management and SteelPath Fund Advisors, a leading energy infrastructure investments company focused on the Master Limited Partnership (MLP) sector
  • Peritus in the sale of a minority stake to a strategic investor
  • Soros in its role as seed investor in Owl Rock, a privately offered business development company
  • Victory Capital Management in its acquisitions of:
    • RS Investments from The Guardian Life Insurance Company of America
    • Munder Capital Management
    • Compass Efficient Model Portfolios

Selected Professional and Business Activities

James is an adjunct professor at Georgetown University Law Center, teaching a course on hedge funds and other private funds.

James is on the Advisory Board of the University of Virginia’s McIntire School of Commerce.

James is a frequent speaker and writer, including presenting at the Maples Investment Funds Forum and co-presenting “Business Development Companies: A Re-Emerging Alternative Capital Source,” Stafford, and co-authoring “Investment Adviser Regulation 2.0: The Dodd-Frank Act’s Implications for Money Managers,” The Investment Lawyer, “Considering the SEC’s Proposed Guidance for Fund Boards on Portfolio Trading Practices,” The Investment Lawyer, and “Consolidation and Divestiture: Recent Trends in Asset Management Mergers and Acquisitions,” The Investment Lawyer.

Publications / News / Events

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