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Brian Schwartz

Brian S. Schwartz is a partner in the Corporate Department and a member of the Private Funds Group. Brian’s practice focuses on representing private investment fund sponsors and investment advisers in organizing, structuring, negotiating and marketing private investment funds across all aspects of the fund-raising process, as well as the ongoing operation and maintenance of private investment funds and their sponsors. He also counsels fund sponsors in the structuring of their internal economic arrangements, organization and management.

Brian represents private investment fund sponsors in connection with the organization and operation of both U.S. and global funds, including buyout funds, venture and growth equity funds, credit and debt funds, co-investment funds and fund-of-funds. As part of his practice, he also advises fund sponsors on regulatory and compliance matters under the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933 and the Exchange Act of 1934.

Prior to joining Proskauer, Brian practiced at Sullivan & Cromwell LLP in New York in corporate and securities law, representing public and private companies in a wide variety of corporate transactions across multiple industries, as well as advising private investment fund sponsors on fund formation and regulatory and compliance issues.

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The SEC’s Division of Corporation Finance recently issued an interpretive letter[1] providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of Regulation D, a private offering exemption that permits general solicitation. Compared to Rule 506(b), which does not permit general solicitation, Rule 506(c) is…

The Securities and Exchange Commission (“SEC”) has approved amendments that will facilitate the ability of funds and other issuers to raise capital through private placements. On August 26, 2020, the SEC adopted amendments to expand the definition of “accredited investor” found in Rule 215 and Rule 501(a) of Regulation D under the Securities Act of…

On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S‑K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors, which apply to public company registration statements and periodic reports. While the amended rules will require additional disclosure in some cases, several existing disclosure…