Patrick (Jay) Spinola, Jr. is a partner in the Asset Management Department with over 20 years of experience counseling registered investment companies, their boards and their sponsors. Jay focuses on the organization and offering of registered investment companies, and counseling funds and their sponsors in all aspects of their ongoing operations. He has significant experience advising clients that offer specialized investment funds, such as exchange-traded funds (ETFs), registered funds of private funds, interval funds and novel investment products. He provides advice to clients on the full range of issues that funds, their boards and advisers encounter day-to-day, including regulatory and compliance matters, contract approvals, disclosure issues, and restructuring and financing transactions. He frequently advises closed-end funds regarding secondary offerings and other capital markets transactions, along with strategies to address market discounts and dealings with activist investors.
Jay serves as fund counsel to several major fund complexes and also represents independent directors. He has broad transactional experience involving funds and their advisers, including merger and acquisition transactions, fund reorganizations and fund adoptions. He also advises fund sponsors on the development of financial products involving fund structures and regularly assists clients in the initial public offering of registered funds. Jay also has broad experience with secondary fund offerings, including shelf take-downs, rights offerings and preferred stock.
Jay is ranked nationally as a leading practitioner for Investment Funds: Registered Funds in Chambers USA (2023).
Jay is also recommended by Legal 500 and is recognized by Best Lawyers for Mutual Funds Law.
Experience
- Co-Presenter, “Closed-End Funds Litigation Update,” Mutual Fund Directors Forum (April 2024)
- Co-Author, "The SEC Adopts Derivatives Rule for Registered Investment Companies and BDCs," Futures & Derivatives Law Report (February 2021)
- Co-Author, "SEC Proposes Sweeping Changes to the Use of Derivatives and Financial Commitment Transactions by Registered Funds and BDCs," Journal of Investment Compliance (2016)
- Co-Author, "Supreme Court Upholds Gartenberg Standard," Financial Fraud Law Report (June 2010)
- Counseled a major open-end fund sponsor in the organization and launch of its first suite of ETFs.
- Advised a major open-end fund sponsor in its adoption of a target date fund group.
- Counseled one of the world's largest ETF sponsors in the sale of its ETF business.
- Advised a major open-end fund sponsor in structuring its first ESG product.
- Represented a suite of closed-end funds in creating an at-the-market offering program.
- Counseled Rockefeller Financial Services in a deal with a private equity sponsor to form Rockefeller Capital Management, an independent financial services firm.
- Represented a major closed-end fund sponsor in one of the first shelf registrations of a closed-end fund as a well-known seasoned issuer.
- Advised a major closed-end fund sponsor in the organization and launch of its first registered private-equity focused-fund.
- Advised a major closed-end fund sponsor in stopping an activist take-over of three of its closed-end funds.
- Represented several major open-end fund and closed-end fund sponsors in the consolidation of their fund products.
- Advised several closed-end fund sponsors in the issuance of privately-placed preferred stock.
- Represented Aberdeen Asia-Pacific Income Fund, Inc. in the refinancing of its leverage facility, including the structuring and private placement of rated preferred stock.
- Advised several Gabelli closed-end funds in shelf-offerings of rights to acquire common stock and the issuance of rated preferred stock.
- Advised Franklin Limited Duration Income Trust in a novel financing arrangement and successful rights offering.
- Represented multiple sponsors in closed-end fund initial public offerings.
- Advised a major sponsor of ETFs in successfully completing two of the first ETF mergers.
- Advising AllianceBernstein in the structuring and initial offering of AllianceBernstein Multi-Manager Alternative Fund, a registered fund of hedge funds.
- Representing two publicly traded Ares closed-end funds in their merger and reorganization.
- Advising the fund sponsors and independent directors of multiple closed-end funds in actions to address activist shareholder proposals, including standstill arrangements.
Credentials
Education
George Washington University Law School, J.D., 2000 Providence College, B.A., 1996