In the United States, a company's internal affairs are governed by its state of incorporation
without regard to where it actually conducts its affairs. 1 In addition, a company is free to select …

With the interests of both investors and sponsors in mind, this article discusses business
terms that are the subject of frequent negotiation between investors and closed-end private …

The focus of Part II of this article is on governance protections and other types of protections
that investors may seek. In particular, we consider a fund sponsor's ability to waive fiduciary …

Several proposals were introduced in 2009 and 2010 that sought to more closely regulate
investment advisers that were previously exempt under the Investment Advisers Act of 1940, …

… t Seth Chertok is a senior associate in the San … Chertok has advised private equity clients
on the general partner fund formation side and on the limited partner investor side. Mr. Chertok …

In July 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection
Act (" Dodd-Frank Act" or" Dodd-Frank" or" the Act").'Dodd-Frank was a sweeping financial …

The Investment Advisers Act of 1940, as amended (the" Advisers Act") requires" investment
advisers" within the meaning of the Advisers Act with assets under management (" AUM") in …

Private placements are important to most private equity funds, since their securities offerings
usually rely upon Rule 506 promulgated pursuant to Regulation D under the Securities Act …

… Prior to becoming a law academic, Professor Chertok worked as a securities regulation
attorney in … Professor Chertok would like to thank Yuqing Liu for her help with the computational …

A new breed of mutual funds is on the rise that offers investors" absolute" returns, or steady
gains even when stock and bond markets are down. These funds may be seeking to …