Todd Gibson

Previous Professional Experience 

• Partner, Asset Management and Investment Funds Group, AmLaw 50 global firm (2014-2025)
• Counsel, Investment Management Group, AmLaw 50 global firm (2012–2014)
• Senior Corporate Counsel/International Lead Counsel, in-house at one of ten largest US asset managers

Representative Matters 

• Represent online platform offering retail (HNW) private investments through special purpose vehicles, including feeder funds and single asset investments (retail private funds).
• Represented a biotech-focused emerging manager on the formation of a fund-of-one for a large Australian Superannuation fund, doubling assets under management.
• Regulatory counsel for large publicly traded asset manager in connection with their go-private acquisition by major private equity firm.
• Provided analysis and legal opinion related to status of a digital asset as a non-security under the Investment Company Act in connection with tech company stock offering and digital asset treasury strategy.
• Advise large state research university with respect to establishment of for-profit venture capital fund structure with outside investors.
• Counsel to Doha-based manager with respect to establishment of first listed REIT on Qatar Stock Exchange.
• Regulatory counsel for large asset manager with respect to acquisition of $10 billion AUM asset manager, conducting due diligence and other regulatory guidance.
• Conduct due diligence reviews of private equity, venture capital and hedge fund investments and advice to large banking institutions, universities, and sovereign wealth funds in Middle East (Qatar and Saudi Arabia).
• Assisted large UK based manager with respect to fund management license with the Qatar Financial Centre.
• Regulatory Authority and prepare relevant policies and procedures.
• Establishment of investment structure for Qatar-based entity with special purpose vehicles in Luxembourg and Cayman orphan trust.
• Advised large Japan-based conglomerates with respect to their filing obligations under 13F, 13H and 13D/G.
• Represented large Qatar pension fund with respect to over $500 million in investments in secondaries, private equity, private credit and hedge funds, related due diligence reviews and side letter negotiations.
• Conversion of closed-end private equity fund to an open-end hedge fund structure.
• Formation of fund that acquired and leased four commercial aircraft (737s) to major airline.
• Established first private fund under new private fund regulations in the United Arab Emirates.
• Led regulatory due diligence for acquisition of private real estate fund manager, including addressing regulatory integration and other compliance matters.
• Lead outside counsel for large bank holding company in relation to Section 13 filings (13D/G, 13F, and 13H).
• Counseled and advised large banking entity with respect to private investments in a blockchain/crypto-related business with respect to the Volcker Rule.
• Formation of Cayman SPC fund vehicle that acquires and charters cargo ships for Middle Eastern client.
• Formation of multiple funds acting as borrowers under the Federal Reserve’s Term Asset Liquidity Facility (TALF).
• Advise Korean-based financial institution with respect to establishment of U.S. branch providing research on real estate investments and pooled investment vehicles.
• Volcker Rule opinions in relation to Korean banking entities’ investments in US private real estate funds/projects (data centers and commercial office space).
• Legal opinions to private fund issuer regarding potential integration issues associated with launch of various 3(c)(1) and 3(c)(7) private funds.
• Prepare and file Form S-1 registration statement for issuer of borrower payment dependent notes, coordinate 50-state blue sky registration.
• Primary regulatory counsel for fastest-growing FinTech platform (per nationally-recognized financial publication), providing advice and counseling on real estate funds and loan-related funds (e.g., maritime loans, aircraft loans, art finance) relying on Section 3(c)(7) or 3(c)(5).
• Partner primarily responsible for providing 1940 Act status opinions in support of corporate transactional and finance practice groups.
• Advise non-US (UK, Denmark and Australia) and US asset managers with respect to regulations impacting cross-border distribution of investment services and fund products, including registration/exemption under Investment Advisers Act of 1940.
• Regulatory counsel for internet-based alternative investment platform, providing structuring and compliance counseling and guidance.
• Advise bank client with respect to structuring of offshore fund trading platform.
• Advise broker-dealer with respect to establishment of advisory program for investments by qualified investors in private equity and hedge funds, including drafting uniform disclosure document, counseling with respect to operational and administrative client on-boarding.
• Representation of FinTech client in connection with inquiry by Washington state regulator regarding state registration status as an online adviser referral network.
• Advise sponsors of venture capital/private equity funding portals on various federal and state regulatory matters (FinTech).
• Represented large U.S. asset manager in establishing U.S. structure for private equity co-investment by Danish pension fund.
• Act as counsel to private equity fund adviser, including review of marketing materials, advice on performance-related issues, solicitor’s agreements, Form ADV disclosures and other matters under the Investment Advisers Act of 1940.
• Modify US adviser’s compliance program to ensure compliance with UCITS requirements, performing gap analysis and making recommended changes.
• Review and edit adviser and fund marketing materials, including responses to RFPs.
• Review and negotiate wide variety of vendor and other commercial contracts with international component, including financial services distribution agreements.
• Advise bank clients with respect to applicability of Volcker Rule to fund management activities.
• Review marketing/sales materials (including websites) for compliance with applicable regulations.
• Representation of a client in connection with a Pennsylvania state investigation of the provision of unregistered investment advice to state residents.
• Interaction with regulators, foreign and domestic, on behalf of clients.
• Advise and counsel clients with respect to corporate governance matters, including the review and drafting of board materials, and general advice regarding best board practices.
• Drafting of comment letters on behalf of clients with respect to pending EU and US legislation.
• Advising a US client with respect to the acquisition of a Cayman-based private money market fund, including coordination of regulatory approvals and filings.