Jay Spinola

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8970
F 212 728 9970
jspinolawillkie.com

Patrick (Jay) Spinola, Jr. is a partner in the Asset Management Group with nearly 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 hedge 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 Up and Coming for Investment Funds: Registered Funds in Chambers USA (2019).

Jay is also recommended by Legal 500 and is recognized by Best Lawyers for Mutual Funds Law. 

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Patrick (Jay) Spinola, Jr. is a partner in the Asset Management Group with nearly 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 hedge 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.

Selected Significant Matters

  • Representing Aberdeen Asia-Pacific Income Fund, Inc.in the refinancing of its leverage facility, including the structuring and private placement of rated preferred stock.
  • Advising Gabelli-advised closed-end funds in shelf-offerings of rights to acquire common stock and the issuance of rated preferred stock.
  • Advising Franklin Limited Duration Income Trust in a novel financing arrangement and successful rights offering.
  • Representing Apollo Tactical Income Fund Inc. in its initial public offering.
  • Advising 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.
  • Advising a major open-end fund complex in the offering of their first ETFs.

Selected Publications and Lectures

  • 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)

Publications / News / Events