The information is for general informational purposes only and is not legal advice.
1 Practice Areas
2 Notable Representations
1 Insights
Securities and investment fund governance matters involve the defense and advisory representation of directors, officers, fund principals, and compliance personnel facing claims arising from the governance structures of investment funds, securities entities, and financial services companies. These disputes encompass allegations of breach of fiduciary duty, oversight failures, and misrepresentation in connection with investment losses, regulatory investigations, and valuation disputes.
The governance frameworks of hedge funds, private equity funds, and registered investment advisers create distinct categories of fiduciary exposure for fund managers, general partners, advisory board members, and compliance officers. Effective representation in this area requires a thorough understanding of operating agreements, offering documents, and the regulatory obligations that define the scope of fiduciary duty within these structures — as well as the ability to manage parallel regulatory proceedings that frequently accompany governance-related claims.
Claims against investment fund fiduciaries typically arise from allegations that fund principals, general partners, or advisory board members failed to discharge their governance obligations in connection with investment decisions, risk management, or regulatory compliance. These disputes are driven by investment losses, valuation disagreements, liquidity crises, or regulatory enforcement actions that expose the decision-making and oversight processes of the fund’s governance structure to scrutiny.
The governance architecture of investment funds — defined by limited partnership agreements, operating agreements, subscription documents, and side letters — establishes the contours of fiduciary duty and the scope of discretion afforded to fund managers. Disputes in this area frequently involve the interpretation of these governing instruments, the adequacy of disclosure to investors, and the extent to which fund fiduciaries complied with their obligations under both contractual and regulatory frameworks. Parallel investigations by the SEC, FINRA, or state securities regulators add procedural complexity and heighten the litigation exposure of individual officers and directors.
Defending fund fiduciaries against governance-related claims requires a detailed analysis of the governing instruments, the fund’s operational history, and the regulatory framework applicable to the entity and its principals. Strategic priorities include the early identification of the applicable standard of care and the contractual limitations on liability, the management of document preservation and production in the context of overlapping regulatory inquiries, and the coordination of defense strategy across civil, regulatory, and — where applicable — criminal proceedings.
Insights addressing legal developments and issues related to this area of focus.
Defending corporate officers and directors in fiduciary duty claims and governance disputes.
777 Partners
Nelson Mullins’ partner Jon Sale is currently representing Josh Wander and 777 Partners various corporate entities in relation to alleged $500M fraud and fiduciary duty breaches.
Media Coverage: Financial Times · The New York Times · ESPN · CNBC · The Guardian
Bank Board Litigation Defense
Represented several board members of U.S. Century Bank vs. two Northeast based private equity funds.
Media Coverage: Florida Bulldog