Investment Company Status

Dechert’s financial services group helps issuers determine and manage their investment company status under the Investment Company Act of 1940 (ICA), which prohibits unregistered entities from engaging in any business in interstate commerce and makes their contracts voidable.

We represent a wide range of companies, from the largest and most renowned financial institutions to start-ups. In collaboration with the issuer’s representatives, our team works with the firm’s corporate, securities, and finance and real estate lawyers to analyze the company’s structure, ownership, balance sheet and other factors to determine whether it must register under the ICA.

Dechert lawyers regularly counsel clients with ICA applicability across all types of entities, including U.S. domestic and international issuers such as:

• Collateralized debt obligation issuers.
• Public and private investment funds and other companies.
• Specialty finance companies.
• Real estate companies, REITs and other investment vehicles.
• Leasing companies.
• Operating companies.
• Joint ventures and incubators.

Dechert also has served as special counsel to law firms that require specialized expertise in this area.

Advocating for clients before the SEC

Beyond advising clients regarding corporate financings, we also act as ongoing or special counsel to companies that are dealing with acute status concerns. As this area has continued to evolve, we have sought to shape policy by communicating with the Securities & Exchange Commission (SEC) staff on behalf of our clients. Our team has successfully addressed issues raised by the SEC that relate to a company’s investment company status in the context of disclosure review and otherwise. We have also helped clients obtain various types of SEC staff guidance, as well as exemptive relief.