Thomas Devaney

Mr. Thomas M. Devaney is a partner in the Corporate Practice Group in the firm’s New York office and is the Team Leader of the firm’s Investment Management team. Mr. Devaney primarily counsels sponsors and the management teams of private funds with respect to transactional matters and U.S. securities laws and regulations related to the formation of private funds, fundraising and investor subscriptions, and fund administration and operations, generally.

Tom represents U.S. domestic and global real estate funds, infrastructure funds, debt funds, private equity and venture capital funds, and hedge funds with a broad range of investment strategies. Tom’s practice draws upon his expertise in U.S. securities laws, including the Securities Act of 1933, the Investment Advisers Act of 1940 and the Investment Company Act of 1940, as well as relevant portions of the Securities Exchange Act of 1934, the Commodity Exchange Act and ERISA.

With more than 15 years of experience in private practice, Tom has considerable experience negotiating seed and anchor investor arrangements, investor side letters and “JV” arrangements for jointly managed fund platforms. Tom also has significant experience representing firms and/or individual team members at times of hiring and departure (voluntary and involuntary), including matters leading to litigation.

In addition, Tom has counseled numerous fund advisors on their registration as an investment adviser with the SEC and has advised on the design and implementation of compliance programs for a range of strategies, including long/short and fixed income hedge funds, and private real estate, infrastructure and private equity funds. In connection with his role as outside regulatory counsel, Tom has advised fund managers in connection with routine SEC audits, SEC investigations and enforcement and civil actions.

Tom advises clients on private securities offerings, including cross-border investment and strategic financing transactions, and has counseled clients on the formation, organization and operation of domestic limited partnerships, limited liability companies and corporations, and a range of offshore entities (including Cayman Islands, BVI, Luxembourg, Singapore, Hong Kong, Chinese, Canadian and Mauritius).

Tom is familiar with a range of U.S. and foreign tax and regulatory issues applicable to pooled investment vehicles, with a particular focus on investing in China and the EU, including AIFMD. Tom frequently structures, forms and advises on operational aspects of privately held-REITs for real estate fund sponsors and structuring U.S. real asset investment structures for non-U.S. investors that are subject to Foreign Investment Real Property Tax Act (FIRPTA) withholding in the U.S.

In addition to his funds practice, Tom has also represented a number of closely-held, venture start-ups through various stages of their life cycles, as well as served as fund and investment counsel to several well-known venture capital funds.

Experience:

• Global counsel to a Luxembourg-based, European infrastructure fund with assets under management in excess of €1 billion
• Counsel to buyers and sellers of individual and portfolios of private equity fund “LP” interests, including one bank that disposed of a portfolio of over $300 million of LP commitments to a number of different purchasers over a multi-year period to satisfy the Volcker Rule
• Counsel to a number of hedge funds and their managers on formation, operational and compliance matters, covering funds with strategies ranging from MBS/fixed income, value, emerging markets, convertible arbitrage, healthcare and microcap
• U.S. securities law specialty counsel to a number of global private fund groups based outside of the U.S. that have registered as investment advisers with the SEC post-Dodd-Frank or notice filed as Exempt Reporting Advisers

Education:

• J.D., St. John’s University School of Law, 1998, Articles and Note Editor, The American Bankruptcy Institute Law Review
• B.A., State University of New York at Albany, 1995

Admissions:

• California
• New York