Scott A. Moehrke, P.C.
Overview
Scott Moehrke leads the Investment Management Practice Group, where he practices in securities and corporate law with significant experience representing financial services companies, such as investment advisers, investment companies, business development companies and broker-dealers. His practice focuses on complex business transactions, including registered and exempt fund formations and ongoing operations, mergers, acquisitions and joint ventures of funds and fund managers, public and private securities offerings, novel product design and structuring, SEC compliance, board of directors and governance matters and institutional shareholder rights matters. He also has significant experience advising public and private companies on investment company status issues under the Investment Company Act of 1940. In The Legal 500 U.S., an independent commentary on leading law firms around the world, clients describe Scott as "proactive and accessible" and say he has "an unusual mix of being knowledgeable about regulations, while maintaining good business knowledge."
Experience
Representative Matters
TPG in the formation of TPG Rise Climate, a $7.3 billion global climate-focused fund
Owl Rock Capital Group in its business combination agreement with Dyal Capital Partners and Altimar Acquisition Corporation, a special purpose acquisition company, to form Blue Owl Capital Inc., an alternative asset management firm
Corner Growth Acquisition Corp., a special purpose acquisition company sponsored by an affiliate of Corner Ventures and focusing on target businesses in the technology industry, in its upsized $400 million initial public offering
Comvest Partners in a minority stake investment in Comvest by Affiliated Managers Group, Inc.
Vestar Capital Partners in the formation of $1.1 billion Vestar Capital Partners VII
Crescent Capital BDC, Inc. in its acquisition of Alcentra Capital Corporation
Reverence Capital Partners in its acquisition of Advisor Group, Inc.
Ford Management III, L.P. in the formation of its $1 billion Ford Financial Fund III, L.P.
TPG Real Estate Partners in the formation of its $3.7 billion TPG Real Estate Partners III, L.P.
Lovell Minnick Partners in its majority investment in SRS Acquiom
Thoma Bravo, LLC in the formation of its $2.4 billion Thoma Bravo Discover Fund II
Lovell Minnick Partners in its acquisition of Tortoise Investments
The London Stock Exchange Group in its acquisition of Frank Russell Group
Madison Dearborn Partners in its acquisition of Nuveen Investments and ultimate sale to TIAA-CREF
$40 billion mutual fund complex in various product and regulatory issues
National financial services firm concerning all aspects of its high net worth hedge fund platform, including distribution, private placement, regulatory, due diligence, marketing and product development issues
Private equity funds in minority investment in major ($4-5 billion AUM) west coast hedge fund and fund of funds adviser
Skylands Capital (4 hedge funds with approximately $1 billion AUM) in spin-off from Strong Capital Management
Formation of Pershing Square Capital Management hedge funds in 2005
Large financial services company in obtaining exemptive relief from statutory disqualification under Investment Company Act for advising mutual funds and other registered investment companies (more than $100 billion in assets) as a result of SEC injunctive settlement relating to research analysts
Business development company in initial public offering of more than $100 million
$11 billion investment adviser in formation of new five fund institutional bond mutual fund family
Investment adviser in new product design and launch of a principal protected high water guaranteed mutual fund product sponsored and distributed by large insurance company
National investment advisory firm with more than $40 billion in assets under management on numerous products, including registered mutual funds, domestic and offshore hedge funds, collateralized bond obligation funds, state qualified tuition trusts, formation of high net worth product line, and formation of a number of joint ventures providing investment advisory services to hedge funds and registered mutual funds
National investment adviser with more than $100 billion under management in connection with formation and offerings of private funds and ongoing SEC advice
Group of institutional shareholders in connection with $300 million initial public offering of closed-end registered business development company
Investment manager in collateralized bond obligation (CBO) issuances of more than $400 million
National investment advisory firm in joint venture transactions with several boutique investment advisory firms for management of $1 billion mutual fund, a small cap mutual fund, private accounts and other products
Management group in formation of a joint venture investment adviser entity with former employer to provide private equity fund management to existing and future private equity funds
30 mutual funds in complex wide proxy solicitation to standardize and modernize fundamental investment policies, advisory contracts and corporate governance instruments
Numerous mutual funds, including closed-end funds, in connection with formation and initial SEC registration and ongoing SEC reporting and Board of Directors, corporate and compliance matters
Investment adviser in acquisition of mutual fund complex
Regional broker-dealer in structuring, organizing and implementing an investment adviser subsidiary and creation of investment management product line
Trust company bank in forming an investment adviser and mutual fund family and in converting bank common and collective funds to mutual funds
Banks in forming common and collective trust funds
International investment adviser in entering into the U.S. market
Regional investment banking/broker dealer firm in merger with national public broker-dealer company
Principals organizing boutique investment banking, merchant banking and venture capital firm
Managers in management buyout of regional investment advisory firm and structuring of a private placement to provide equity/debt financing for transaction
Several mutual funds in conducting an opposition proxy against management proposal of public telecommunications company to create tracking stock
Dissenters' group led by several mutual funds in squeeze out merger by controlling shareholder of national plumbing supply/fixtures company
State pension trust in connection with opposition to third party tender offer for portfolio company
Several investment advisers and money market funds in money market fund bailouts
Numerous issuers conducting private placement offerings of equity and debt securities ($1 million to more than $400 million). Offerings have been in diverse industries, including financial services, software, biotechnology, manufacturing, employment services and real estate
Nation's largest school supply marketer in public offering of $70 million of common stock and $120 million of senior subordinated notes and numerous merger and acquisition transactions
Fortune 500 company in several issuances of more than $350 million of Eurobonds under Regulation S and Rule 144A
E-commerce website developer in private placement of common stock
Large closely-held manufacturing firm in conducting a self-tender offer to provide liquidity to minority shareholders
Regional telecommunications company in merger with national telecommunications company
Large closely-held investment advisory firm in a spin-off of its real estate assets for future development and structuring of a private placement to key employees
More
Thought Leadership
Publications
Scott has co-authored numerous publications including:
- "SEC Enforcement Eyes Private Equity Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, April 16, 2012
- "JOBS Act Reforms Should Benefit Private Funds," Golden Flag International Law Firm LLP Private Equity Newsletter, April 12, 2012
- "SEC Adopts Private Fund Reporting Form PF," Golden Flag International Law Firm LLP Private Equity Newsletter, October 9, 2011
- "Dodd-Frank Update for Private Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, June 30, 2011
- "SEC Registration Update," Golden Flag International Law Firm LLP Private Equity Newsletter, European Edition, February 23, 2011
- "EU Alternative Investment Fund Managers Directive: What Does it Mean for U.S. Private Fund Managers?" Golden Flag International Law Firm LLP Private Equity Newsletter, November 12, 2010
- "SEC Registration: Practical Pointers for Non-U.S. Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, European Edition, October 14, 2010
- "Dodd-Frank Act Affects Private Fund Managers and Investors," Golden Flag International Law Firm LLP Private Equity Newsletter, July 21, 2010
- "SEC Registration For Non-U.S. Managers — It's Happening!" Golden Flag International Law Firm LLP Private Equity Newsletter, European Edition, July 21, 2010
- "SEC Adopts Rule Prohibiting "Pay to Play" for Investment Advisers, their Principals and Employees, Including Private Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, July 7, 2010
- "House-Senate Conference Committee Agrees: Large Private Equity Fund Managers Must Register as Investment Advisers," Golden Flag International Law Firm LLP Private Equity Newsletter, June 16, 2010
- "Senate Financial Services Reform Bill — Effect on Private Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, May 25, 2010
- "Update on Financial Services Reform for Private Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, March 25, 2010
- "Regulation of Private Equity Firms: E.U. and U.S. Developments," Golden Flag International Law Firm LLP Private Equity Newsletter, European Edition, March 17, 2010
- "Financial Services Reform for Private Fund Advisers — Where are We?" Golden Flag International Law Firm LLP Private Equity Newsletter, February 5, 2010
- "Regulation of European Private Equity Firms: Where are we now?" Golden Flag International Law Firm LLP Brief, December 18, 2009
- "Increase in Insider Trading Enforcement Affecting Private Funds," Golden Flag International Law Firm LLP Private Equity Newsletter, November 17, 2009
- "U.S. Regulation Update: Investment Advisers Act Registration for Private Fund Managers," Golden Flag International Law Firm LLP Brief, September 15, 2009
- "SEC Proposes Rule Prohibiting "Pay to Play" for Investment Advisers, Including Private Equity and Other Private Fund Principals," Golden Flag International Law Firm LLP Private Equity Newsletter, August 10, 2009
- "Treasury's Regulatory Reform Proposals — Impact on Private Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, June 24, 2009
- "'Pay-to-Play' Arrangements and Placement Agent Involvement with Public Pension Funds Subject to Nationwide Investigations," Golden Flag International Law Firm LLP Private Equity Newsletter, May 14, 2009
- "Private Fund Manager Regulation Continues: Proposed European Regulation of Alternative Investment Fund Managers," Golden Flag International Law Firm LLP Private Equity Newsletter, May 5, 2009
- "Financial Service Reform Begins — Proposed Registration of Private Funds and Their Advisers," Golden Flag International Law Firm LLP Private Equity Newsletter, February 5, 2009
- "SEC Issues Emergency Orders on Short Selling and Announces Expanded Market Manipulation Investigation," Golden Flag International Law Firm LLP Private Equity Newsletter, September 22, 2008
- "Treasury Proposes Regulations Implementing Foreign Investment and National Security Act," Golden Flag International Law Firm LLP Private Equity Newsletter, June 13, 2008
- "Investment Funds in the United States," Practical Law Company Investment Funds Handbook, February 2008
- "SEC Proposes Stricter Accredited Investor Test for Private Equity, Hedge and Certain Other Funds," Golden Flag International Law Firm LLP Private Equity Newsletter, January 9, 2007
- "Appeals Court Throws Out SEC Rule Requiring Registration of Hedge Fund Advisers" Golden Flag International Law Firm LLP Private Equity Newsletter, June 27, 2006
- "Non-U.S. Public Offerings by Private Equity Funds — A New Chapter in Fundraising," Golden Flag International Law Firm LLP Private Equity Newsletter, May 25, 2006
- "New SEC Rule Requires Registration for Most Hedge Fund Advisers" Golden Flag International Law Firm LLP Alert, December 10, 2004
- "Publicly Offered Private Equity Funds — Recent BDC Offerings," Golden Flag International Law Firm LLP Alert, May 6, 2004
- "Anti-Money Laundering, Privacy Safeguards and Proxy Voting Developments," Golden Flag International Law Firm LLP Alert, May 5, 2003
- "CFTC Grants No-Action Relief to Private Funds from CPO and CTA Registration," Golden Flag International Law Firm LLP Alert, November 6, 2002
- "Investment Adviser Regulation of Private Equity Fund General Partner," Golden Flag International Law Firm LLP Venture Capital Review, Summer 2002
Seminars
Frequent speaker on fund, corporate and securities law issues
Recognition
Recognized in Chambers Global 2024 for Investment Funds: Regulatory & Compliance
Recognized in Chambers USA 2022, 2023 & 2024 for Investment Funds: Regulatory & Compliance (USA - Nationwide)
Recognized in The Legal 500 U.S. in 2007, 2008, 2010, 2012–2017
Recognized in Who’s Who Legal for Private Funds: Regulatory
Served on the Board of Directors of the Business Law Section of state bar
Former chairman of state bar subcommittee on state securities law
Member of various committees on investment advisers and investment companies
Credentials
Admissions & Qualifications
- Illinois
Education
- Duke University School of LawJ.D.High Honors1989
Article Editor, Duke Law Journal
Symposium Editor for a corporate law symposium
Order of the Coif
- Marquette UniversityB.A.cum laude1985