James "Jay" S. Crenshaw focuses his practice on investment management matters, primarily forming private investment funds and investment advisers.
Jay is experienced forming all types of private funds, including hedge funds, private equity funds, blind pool real estate funds, single asset funds, and funds-of-funds under various onshore and offshore structures (including stand alone, master-feeder, side-by-side, multi-series, and insurance dedicated fund structures). Over the entire course of his career, he has formed and advised hundreds of open-end and closed-end funds with various strategies and target asset classes, including, but not limited to: equities; long/short; leveraged buy-out; multi-family and other commercial real estate assets; algorithmic high frequency trading; credit; mortgage back securities; fixed income; Forex and crypto-currencies; oil & gas royalties; derivatives; small cap; and, among many others, multi-manager.
Jay assists clients on all matters related to fund formation, from advising on appropriate fund structures to drafting and reviewing all related offering documents (including private placement memorandums, operating agreements, subscription documents, investment management agreements, side letters, sub-advisory agreements, placement agent agreements, assignment agreements, flipbooks and marketing materials, performance presentations, administration agreements, and, among other things, investor communications and consents). Jay also advises private funds on related compliance matters under various securities laws and related regulations, including the Investment Company Act of 1940 (i.e. Sections 3(c)(1), 3(c)(5), and 3(c)(7) thereunder), the Securities Act of 1933 (i.e Regulation D), the Commodity Exchange Act (i.e. Rule 4.13 compliance), FINRA Rules (i.e. Rules 5130 and 5131), and various state blue sky laws and exemptions applicable to federally covered securities. When structuring funds, Jay also helps clients navigate ERISA considerations (i.e. "plan asset" considerations), certain tax considerations (e.g. UBTI, 475(f) elections, ECI / blockers, etc.), and other periodic filings that arise such as Form 13H, Form 13F, etc.
Jay also devotes a significant part of his practice to assisting fund sponsors and other investment advisers with registrations and exemptions under the Investment Advisers Act of 1940, including ERA filings and full Form ADV filings. Jay also assists investment advisers on other business matters, including Advisers Act compliance issues (e.g. Custody Rule, Advertising, Solicitation, etc.), operating agreements, separately managed account agreements, solicitation agreements, compliance manual policies, performance and composite disclaimers, and website disclaimers.
Jay has also done considerable engagements representing ultra-large institutional LPs in their negotiations of fund agreements and side letters; such representations have totaled billions of dollars worth of LP investments in hedge funds and private equity funds.