Profile
Cynthia A. Marian advises private equity fund sponsors, hedge fund managers, large and complex asset managers, and many smaller and start-up alternative investment advisers on the suite of corporate, tax, regulatory compliance, and operational matters germane to their investment management businesses, including a wide variety of issues arising from the activities of the private investment funds and accounts that they manage, invest in, or both. Cynthia focuses on the structuring, formation, offering of interests in, and ongoing operations of, private funds and other special purpose and alternative investment vehicles globally. She also represents institutional investors making investments in private funds, including in the negotiation of seed deals, side letters, and co-investments.
Cynthia has a broad corporate background, having represented clients on an array of fund formation, transactional, regulatory compliance, and tax matters over the course of her career, including those arising in the contexts of: minority and growth equity investments, co-investments, joint ventures, public and private mergers and acquisitions, divestitures, private equity fund secondary transactions, SEC and NFA examinations, and general corporate governance and organizational matters. Frequently invited to speak at investment management industry conferences and symposia, Cynthia is sought after for her commercial approach and her experience with a range of issues that present themselves during the life cycle of a private fund manager.
Before returning to private practice, Cynthia held successive in-house General Counsel and Chief Compliance Officer positions with private equity and hedge fund managers. Her responsibilities included establishing new fund vehicles, managed accounts, and bespoke investment products; negotiating side letters and seed transaction documents with strategic investors; advising on marketing materials and placement agent relationships; counseling on management company-level business and human resources matters; creating and implementing compliance policies and procedures; and managing SEC, CFTC, and NFA registrations and examinations as well as day-to-day operational compliance with regulations imposed by domestic and international regulators. Cynthia also previously counseled several investment management firms, the founders thereof, and other entrepreneurs, as an “outsourced general counsel” and senior compliance advisor. She has co-taught an undergraduate seminar on hedge fund management and has been a guest lecturer on investment management regulations and compliance at multiple New York-area law schools.
Concentrations
- Private Equity Funds and Venture Capital Funds
- Hedge Funds
- Upper-tier / Sponsor entity structuring, Seed Deals, and GP Stake Transactions
- Private Credit Funds
- Co-Investment Funds and SPVs
- Investment Management and Regulatory Compliance
The attorney is providing legal services through and affiliated with Greenberg Traurig, LLP, a New York Limited Liability Partnership. Results may vary depending on your particular facts and circumstances.
Capabilities
Experience
- Represented Watchtower Capital Partners in connection with its acquisitions of SPS Mechanical and JF Plumbing & Heating.
- Represented a well-known institutional investor on its investment in private funds managed by various third-party managers, including the negotiation of side letters and custom single-investor fund vehicles.°
- Represented the asset management business of a global financial institution in connection with its strategic launch and seeding of, and the offering of interests in, several private funds dedicated to investing in portfolio companies managed by female-owned and female-led venture capital firms.°
- In connection with the foregoing, advised on the structuring and formation of related special employee funds to facilitate the offering of these investment opportunities to the financial institution’s executives and certain other qualified employees.°
- Advised the alternative investment management fund-of-funds business of a well-known asset manager on the formation and launch of its third credit fund-of-funds and on the fund’s subsequent investments in private funds managed by several third-party credit-focused investment managers.°
- Advised the private equity funds business of a large asset manager on the structuring and creation of several private equity co-investment vehicles for a significant foreign sovereign wealth fund.°
- Represented a hedge fund manager in the negotiation of a strategic fund investment from a well-known asset manager.°
- Advised a global financial institution on the structuring, formation, and offering of interests in several private funds designed to invest in private business development companies managed by third parties.°
- Represented the broker-dealer unit of a well-known asset manager in the negotiation of multiple placement agent relationships with private equity and hedge fund managers.°
- Represented the asset management business of a well-known asset manager in the structuring, formation, and offering of interests in multiple domestic and offshore “access” fund vehicles, in each case, designed to invest all or a significant portion of their respective assets into other private equity funds managed by third parties, the asset manager, or both.°
- Advised the private wealth management business of a well-known asset manager on the structuring, formation, and offering of interests in several dedicated feeder vehicles for its private wealth clients.°
- Represented several private equity fund managers in the structuring, formation, and launch of their respective first funds.°
- Represented a private equity fund manager in the negotiation and structuring of a seed deal with a strategic investor making an investment in both the management company and its funds.°
- Represented a fund-less private equity sponsor in its acquisition of a portfolio company and its negotiations with strategic co-investors.°
- Advised a first-time private equity sponsor on the structuring and formation of a special purpose buy-out fund and its subsequent take-private of a publicly-traded company, in a cash transaction valued at over $500 million.°
- In connection with the foregoing, also advised the private equity sponsor on its SEC registration and related filings.°
- Counseled a large, complex hedge fund manager on changes to its investment program and guidelines across several master-feeder fund structures and related revisions of its fund documents.°
- Advised a small futures-focused quantitative hedge fund manager pursuing a high-frequency trading strategy in connection with its NFA examination.°
- Advised a long/short equity hedge fund manager in connection with its SEC examination.°
- Conducted an internal investigation on behalf of a hedge fund manager in connection with an inquiry from a strategic investor, and advised the client in its resolution of related human resources matters.°
- Represented a partner in an investment management firm in the restructuring of the management company and general partner entities following the firm’s buy-back of its seed investor’s interests.°
- Advised a start-up financial research firm and its founder on a wide range of legal matters germane to its business, including its initial and subsequent capital raises and related securities law matters and filings, employment agreements with executives, and general organizational issues.°
- Counseled an SEC-registered investment manager on the expansion of its investment mandate and potential options for trading in cryptocurrencies and other digital assets within an existing fund, as well as separately through a new special purpose vehicle.°
°The above representations were handled by Ms. Marian prior to her joining Greenberg Traurig, LLP.
- General Counsel and Chief Compliance Officer, Civic Capital Advisors, LLC, 2015-2017
- Vice President, Chief Compliance Officer & Deputy General Counsel, Tinicum, Inc., 2013-2015
- General Counsel and Compliance Risk Manager, Golden Seeds, LLC, 2012-2013
- Fried, Frank, Harris, Shriver & Jacobson, LLP, 2019-2021
- Weil, Gotshal & Manges, LLP, 2008-2012
Recognition & Leadership
- Former Member, Board of Directors, Futures and Options, Inc., 2009-2018
- Member, Board of Governors, Regulatory Compliance Association; Co-Chair, Compliance Subcommittee
Credentials
- LL.M., Taxation, New York University School of Law
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J.D., University of Chicago Law School
- Russell Baker Scholar
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B.S., University of Virginia
- McIntire School of Commerce, with concentrations in Finance and International Business
- Completed requirements for B.A. in Economics
- Florida
- New Jersey
- New York
- French
- Italian