Benjamin L. Douglas

Partner

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(415) 992-3127

Education

University of California, Berkeley

J.D., Boalt Hall School of Law / M.P.P., Goldman School of Public Policy; Member, California Law Review

University of California, Berkeley

B.A. (History)

Prior In-House Positions

  • RS Investments (General Counsel)
  • Charles Schwab Investment Management (Vice President and Senior Counsel)
  • Forward Management (Senior Counsel)

Previous Experience

Shartsis Friese LLP

Professional Experience

Ben Douglas counsels businesses in all areas of asset management, including private investment advisers and wealth managers, hedge, real estate, and venture funds, fintech start-ups, mutual fund managers, and firms with hybrid businesses (such as private fund advisers that also sub-advise mutual funds).  He handles matters ranging from fund formation, regulatory compliance and service provider relationships, to complex sales and acquisitions of asset management businesses.

Ben began his legal career at Shartsis Friese LLP, where he practiced in that firm's hedge fund group.  In that capacity, he represented the management team at Robertson Stephens Investment Management in their spin-off of RS Investments.  After several years at Charles Schwab Investment Management, focusing on U.S. mutual funds and retail funds in Europe and Asia, Ben became the General Counsel of RS Investments (now a franchise of Victory Capital Management). At RS, he oversaw all legal aspects of the firm's $20 billion business, including its mutual funds, institutional accounts and private funds.  Ben managed the sale of a majority stake in RS Investments to Guardian Life Insurance, as well as RS's acquisition of smaller firms and hiring of portfolio teams.  He has also been in-house counsel at Forward Management and Dodge & Cox.

Representative Matters

  • Oversaw all legal and compliance matters for an investment adviser managing over $21 billion in assets in various channels (mutual funds, institutional accounts, domestic and offshore private funds) and strategies (long and long/short equities, fixed income, and international).
  • Counseled clients on all aspects of investment management regulation, including under the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, ERISA and the USA PATRIOT Act.
  • Created and maintained policies and procedures for investment adviser compliance, codes of ethics, "pay-to-play" rules, disclosure, and general risk oversight.
  • Drafted governing and offering documents for mutual funds, domestic and offshore hedge funds, real estate funds, and Japanese and European retail funds.
  • Maintained required filings for investment advisers, including Forms ADV, PF and 13F, Schedules 13D and 13G, and required disclosures to ERISA advisory clients.
  • Served as primary legal and administrative point of contact for a mutual fund family's board of trustees.  Managed annual 15(c) contract renewal process.
  • Managed legal relationships with key vendors and client-facing service providers.
  • Resolved enforcement investigations by SEC and state regulators.  Obtained favorable modifications of subsequent SEC enforcement order.
  • Led legal team for investment management firm's strategic sale and acquisitions.  Tasks included due diligence and the negotiation and drafting of asset purchase and employment agreements, governing documents, regulatory and shareholder approvals.
  • Represented asset managers in venture investments.
  • Managed clients' general business matters, including human resources, executive compensation and equity ownership, intellectual property, litigation, insurance coverage, and office leases.