Ella D. Cohen

Special Counsel

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St. John’s University School of Law


Georgetown University

B.S. Foreign Service

Previous Experience

Morgan Stanley Investment Management Inc., U.S. Head of Institutional Legal

Tannenbaum Helpern Syracuse & Hirschtritt LLP

Clifford Chance

Bars & Courts

  • New York


  • English
  • Russian

Professional Experience

Ella Cohen advises clients in all areas of asset management, including counseling registered investment advisers on legal, regulatory, operational and compliance aspects of their advisory business. Ms. Cohen represents clients in negotiating investment management agreements, investment advisory, sub-advisory and model delivery agreements with various types of clients such as Sovereign Wealth Funds, U.S. State and Municipal Pension plans, ERISA Plans, non-U.S. retirement plans, U.S. and non-U.S. advisers and U.S. and Non-U.S. corporations. She assists clients with private fund formation and launch, negotiating service provider agreements, conducting legal due diligence with respect to a fund's underlying investments, advising on corporate governance and in complying with numerous regulatory and compliance matters arising under the Investment Advisers Act of 1940, the Securities Act of 1933, the Investment Company Act of 1940 and the Commodity Exchange Act.  Ms. Cohen also advises on marketing, distribution and solicitation issues as they pertain to advisory services and to offers and sales of securities made within and outside the United States.

Most recently, Ms. Cohen was the U.S. Head of Institutional Legal for a global asset manager. In that capacity, she provided advice with respect to all aspects of fund formation and on a variety of legal, operational and regulatory matters relevant to a registered investment adviser on a day-to-day basis. She also negotiated investment management agreements, model delivery and investment advisory agreements with different types of institutional clients. Ms. Cohen also provided advice with respect to various aspects of U.S. and international regulatory developments, including the Volcker Rule and MIFID II. Representative fund structures included master/feeder funds and mini-masters, offshore funds (including Cayman and Canadian funds), Delaware limited partnerships and limited liability companies, “funds of one” and ERISA Group Trusts. Ms. Cohen began her career at Clifford Chance LLP where she practiced in the firm’s funds group, representing both registered investment companies and private funds. More recently, Ms. Cohen practiced as a financial services associate at Tannenbaum Helpern Syracuse & Hirschtritt LLP where she coordinated all facets of structuring and representing U.S. and non-U.S. funds.