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 hedge and private equity 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. He also has significant experience with U.S. registered funds, and has particular expertise in the area of new product development that involve innovative businesses and legal analysis.

Regulatory Advice
James regularly counsels some of the largest and most successful asset management firms on a wide variety of legal and compliance issues. Those firms include both registered and unregistered investment advisers, and include issues involving registered funds, hedge and private equity funds, and separate accounts. He has particular expertise dealing with registration issues under the U.S. Investment Advisers Act, and has shepherded many clients through the SEC registration process as well as the various exemptions from registration for both U.S. and non-U.S. firms. He also has extensive experience with "inadvertent investment companies", and advising clients on structuring businesses consistent with the difficult and ill-defined parameters of what does and does not constitute an "investment company". 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 both public and private transactions, firms that are standalone as well as firms that were part of larger financial institutions, and both 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 hedge and private equity 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

  • Neuberger Berman in the launches of NB Crossroads Fund XX, its flagship multi-billion private equity fund of funds product, and NB Crossroads Latin America Fund, a private equity fund of funds focused in Latin America.
  • Deutsche Bank in the sale of its $22 billion stable value business to Goldman Sachs.
  • Bridgewater Associates on the formation and offering of Pure Alpha Major Markets Fund, reported by the Wall Street Journal to be the largest single hedge fund launch in history at the time.
  • Oppenheimer in the acquisition of Steelpath Advisers, a specialized asset management firm.
  • Vicenda Capital, a Swiss-based adviser, in the launch of its global macro hedge fund.
  • New Vernon Capital in the launch of the New Vernon DI Fund, a private equity fund focused exclusively in India.Represented Ares Capital Corp., a business development company, on regulatory matters in connection with its pending acquisition of Allied Capital Corp. in a stock-for-stock transaction estimated at $648 million.
  • Mark Partners in the launch of Mark Equity Opportunity Fund.
  • Guggenheim Partners in the launch of its first third party hedge fund.
  • Credit Suisse in the launch of CS NEXT, a growth capital private equity fund.
  • AREA in the sale of its business to Ares Capital Management.
  • Deutsche Bank in the sale of its $22 billion stable value business to Goldman Sachs.
  • Aberdeen in the acquisition of Artio, a boutique asset manager to registered investment companies.
  • Deutsche Bank in the dual spin out of its quantitative strategies team and global thematic team.
  • Peritus in the sale of a minority stake to a strategic investor.
  • Alleghany on its acquisition of a minority stake in Ares.
  • Macquarie Bank in connection with Macquarie Global Infrastructure Total Return Fund, a NYSE-listed registered closed-end fund.
  • KKR in connection with Investment Company Act advice in connection with its IPO as well as on a wide variety of ongoing matters across their various private equity, hedge fund, real estate and CDO platforms.
  • Warburg Pincus on a number of complicated regulatory issues, including adviser registration and compliance issues.
  • Deutsche Bank and Credit Suisse in connection with a wide variety of legal and compliance matters across both registered and unregistered funds and advisers, all asset classes, and U.S and non-U.S. entities.

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 a frequent speaker and writer, including 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, "Consolidation and Divestiture: Recent Trends in Asset Management Mergers and Acquisitions," The Investment Lawyer.

James is a member of the New York and Washington, D.C. Bar Associations.