INVESTMENT COMPANY STATUS – 1940 ACT

Delivering Unrivaled Experience and Expertise

Wilson Sonsini Goodrich & Rosati has a team of well-respected and experienced attorneys who actively represent clients in matters related to investment company status under the Investment Company Act of 1940 (1940 Act or "'40 Act"). Our attorneys are highly sought after for their expertise helping sophisticated clients with complex 1940 Act issues, and they have unrivaled experience advising companies on whether they are subject to registration as investment companies and on how they can restructure or otherwise lawfully avoid investment company registration.

Robert Rosenblum, who leads WSGR's investment company status practice is a well-known practitioner and expert in the field. He previously worked on 1940 Act matters at the Securities and Exchange Commission (SEC) and in private practice, and his treatise, Investment Company Determination under the 1940 Act, is a foundational work used by regulators and private practitioners alike.

Providing Wide-Ranging Services Tailored to Client Needs

Our 1940 Act work involves all of the following types of services:

  • Analysis of a company's investment company status and possible exclusions or exemptions from registration obligations under the 1940 Act
  • Legal opinions and memoranda regarding investment company status, including both unqualified and reasoned opinions related to a company's securities offerings, borrowing, and other transactions
  • Special counseling for complex entities regarding their investment company status, to assist with regulatory compliance and other corporate needs separate from transactional opinions
  • No-action letters, exemptive orders, and other regulatory relief related to 1940 Act issues
  • Helping companies structure activities and operations to lawfully avoid 1940 Act registration
  • Structuring entities and their operations to avoid being covered funds under the Volcker Rule
  • Registration as an investment company or business development company for those companies that are required to register
  • Regulatory compliance counseling regarding the substantive regulations of the 1940 Act

Serving Diverse and Complex Clients and Their Needs

Because our clients operate in a broad range of industries, we represent companies that face a host of novel issues under the 1940 Act. Specific types of clients we have worked with include the following:

  • Technology companies, ranging from early-stage companies to large, publicly traded companies, that may hold few hard assets
  • Research and development (R&D) companies
  • International companies that make strategic and similar investments in private companies throughout the world
  • Peer lending platforms that facilitate personal, commercial, and real estate loans
  • Factoring and sales financing companies that hold accounts receivable, notes, and similar instruments related to the purchase and sale of merchandise and services
  • Real estate companies and funds, including private real estate funds, publicly traded REITs, and other companies with significant holdings in first and second mortgages, mortgage-backed securities, collateralized debt obligations, mezzanine loans, and other real-estate financing instruments
  • Energy companies and funds that issue or purchase debt securities based on cash flows from tax equity partnerships and other financing structures
  • Manufacturing, production, mining, and similar companies that may inadvertently meet the definition of an investment company and need assistance finding relief from registration
  • Employer-sponsored internal investment funds, and other investment vehicles structured to facilitate strategic or opportunistic venture investments

Our 1940 Act attorneys have counseled clients located in the United States, Canada, Europe, the Middle East, and Asia.