Experience

Jonathan advises hedge funds, private equity funds, venture capital funds, and other pooled investment vehicles and their managers on all aspects of fund formation, operations and regulatory compliance.  Jonathan’s clients include: 

  • U.S. and non-U.S. fund managers
  • Investment advisers
  • Commodity trading advisors (CTAs)
  • Commodity pool operators (CPOs)
  • Family offices
  • High net worth and institutional investors
  • Chief compliance officers, portfolio managers and investment advisor representatives.

Jonathan regularly provides counsel on a wide variety of commercial issues arising under U.S. federal securities laws and related regulations, such as the Investment Advisers Act of 1940, the Securities Act of 1933, the Investment Company Act of 1940 and the Commodity Exchange Act.

In addition, Jonathan assists clients with SEC, CFTC and NFA registration and individual state-level registrations.  Jonathan also advises clients on the fiduciary and compliance obligations imposed on registered investment advisers, CTAs and CPOs, including managing conflicts of interest, and “best practices” for raising capital from prospective investors.  

Prior to joining the firm in 2014, Jonathan was affiliated with prominent international and New York law firms with well regarded financial services practices.

Jonathan’s representations have included:

  • Forming multiple private equity and venture capital funds, and related co-investment and special purpose vehicles that invest in emergiing technology and healthcare companies and other types of assets.
  • Forming multiple master-feeder structures, stand-alone funds and “mini master” structures following a variety of equity, debt, and futures-based investment strategies for investment advisers both in the U.S. and in offshore jurisdictions
  • Establishing cross-border subadvisory, marketing and introducing relationships among fund managers, asset allocators, funds of funds, family offices and other market participants
  • Creating Rule 206(4)-7 compliance programs for registered investment advisers
  • Preparing NFA supervisory procedures for registered CTAs/CPOs
  • Serving as an outsourced chief compliance officer of a New York-based registered investment adviser affiliated with a leading global alternative investment manager managing over $25 billion in hedge fund and private equity assets
  • Negotiating separately managed account agreements between institutional investors and asset managers
  • Performing legal due diligence on private investment funds for institutional lenders and funds of funds
  • Responding to inquiries, examinations and deficiency letters issued by the SEC, CFTC and the NFA
Education

UCLA School of Law, (J.D., 2000)

University of Virginia (B.A., 1996)

Professional

Member of the New York City Bar Association

Member of the American Bar Association

Admissions

New York

California

Publications
  • Panelist and Organizer, “An Emerging Manager’s Guide to First Year Success,” Panel discussion hosted by Reitler Kailas & Rosenblatt LLC, September 2018.
  • Speaker, “Hidden Issues for New Fund Managers,” Private Equity and Venture Capital Roundtable hosted by Anchin, Block & Anchin, June 2018.
  • “Registration, Exemption and Compliance Requirements for Private Fund Managers,” VC Experts Blog, April 2016.
  • “Annual Compliance Considerations for Investment Advisers,” Presentation Given to the Financial Planning Association of New York, November 2014.
  • “SEC Adopts New Family Office Rule,” Private Asset Management Magazine, October 2011.
  • “How Regulation Affects CTAs,” Opalesque Futures Intelligence, June 23, 2010. 
Transactions
  • Represented Roundhill Financial Inc., a New York-based company which develops exchange-traded funds and financial indices in investment themes that appeal to the next generation of investors, in connection with its Series Seed Preferred Stock financing, led by BITKRAFT Esports Ventures

  • Represented Overton Venture Capital, LLC in connection with the formation of an early stage venture capital fund investing in next generation e-commerce, mobile commerce, consumer retail, and health and wellness companies.

  • Represented fund principals in connection with the formation of Armory Square Ventures II, L.P., an early stage venture fund focused on software, mobile and tech-enabled services companies across New York State.

  • Represented Manhattan Venture Partners, a research-driven merchant bank, in connection with the formation of a Canada-based venture capital fund making secondary direct investments in late-stage venture-backed private technology companies.

  • Represented an investor syndication headed by Frontcourt Ventures in connection with its participation in the Series C Preferred Stock financing of SPR Therapeutics, Inc., a private medical device company that has developed a novel neurostimulation technology for chronic and acute pain.

  • Represented Armory Square Ventures, an early stage venture fund focused on investments in software, mobile and tech-enabled services companies across New York State, in connection with its investment in the Series C Preferred Stock of ACV Auctions Inc., the developer of a mobile app that allows new and used automobile dealers to participate in live vehicle auctions.

  • Represented New Heights Capital LLC, a private equity firm focused on buyouts, recapitalizations and growth equity investments in middle market companies, in connection with the formation of a special purpose investment vehicle and its related acquisition of an ownership stake in the leading provider of billing and payment processing software and management tools to the health and fitness industry.

  • Represented Zeno Ventures, Ltd. in the formation of Zeno Ventures Master Fund, L.P., Zeno Ventures Offshore, L.P. and Zeno Ventures Fund, L.P., which invest primarily in seed and early-stage Silicon Valley-based, scalable internet and software-enabled businesses across various sectors and industries. 

  • Represented LOVC Management, LLC in the formation of Las Olas VC I L.P., a seed and early-stage venture capital fund focused on technology and technology-enabled companies located in non-obvious geographies.

  • Represented Blue Cloud Management, LLC in the formation of Blue Cloud Ventures III LP and BCV III Feeder Vehicle (BVI) L.P., which provide flexible growth equity financing for late stage cloud-based enterprise software and software-as-a-service (SaaS) companies.

  • Represented Energy Impact Partners LP, a fund focusing on investments in technologies and projects that optimize energy consumption and improve sustainable energy generation, in connection with its investment in the convertible debt financing of Enchanted Rock, Ltd., a developer, builder and operator of cost-effective microgrids that help companies manage physical and financial risk associated with electricity.

  • Represented the managers in the formation and funding of Lattice Ventures, LLC, a seed fund investing in the securities of early stage companies.

  • Represented fund principals in the formation and funding of Milestone Venture Partners V Digital Health LP, a venture capital fund investing in early stage digital health companies that increase efficiencies in the healthcare industry.

  • Represented fund principals in formation and funding of Milestone Venture Partners IV L.P., a venture capital fund focused on technology-enhanced service businesses on the East Coast.