Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also for investment professionals, support staff and others interested in gaining a quick understanding of the recurring trading issues we tackle for clients, along with the solutions and analyses we have developed over our decades-long representation of hedge funds and their managers.
The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory filing regime on hedge funds and their managers that carries significant civil penalties for non-compliance, and apply to investments in various forms, including for example, through joint ventures, minority investments, non-strategic transactions, stock grants and conversions, warrant and option exercises, incremental purchases, IP licenses and asset acquisitions. In Chapter 4: Stock Acquisitions: Key Requirements and Timing Considerations of Hart-Scott-Rodino, we discuss key aspects of the Hart-Scott-Rodino (HSR) Act under newly-revised rules, as it relates to hedge fund investments, including filing obligation triggers and what specific factors determine the need to file. We also cover common exemptions such as the “passive investor” exception, special rules applicable to tender offers, and the required contents of an HSR filing.
Chapter 1: When Passive Investors Drift into Activist Status
Chapter 2: Insider Trading: Focus on Subtle and Complex Issues
Chapter 3: Special Issues under Sections 13(d) and 16 for Hedge Funds
Chapter 4: Stock Acquisitions: Key Requirements and Timing Considerations of Hart-Scott-Rodino
Chapter 5: Rule 105 of Regulation M, New Short Sale Disclosure Rules, and Tender Offer Rules
Chapter 6: Swaps and Other Derivatives