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Asset Management M&A: Deal Structuring, Due Diligence, Consent Requirements, and Regulatory Concerns

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, April 6, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the legal issues associated with asset management M&A transactions. The panel will discuss typical deal structures and critical considerations for evaluating an asset management deal.


Asset management M&A transactions come in many forms, from outright acquisitions to joint ventures to the sale of minority stakes, and each form presents its own due diligence, structuring, and regulatory issues. Deal structure will depend on whether the buyer seeks to acquire a minority stake or a controlling stake, and whether the buyer intends to acquire carried interest in the target's existing funds.

Of particular importance is compliance with the client consent requirements under the Investment Company Act and Investment Advisers Act. Investment advisory clients must consent to a transaction that would result in an "assignment" of an investment adviser's advisory contracts. This consent process will vary depending on the type of client and the terms of the relevant advisory contract.

Listen as our authoritative panel discusses the legal, regulatory, and structuring issues particular to asset management M&A.



  1. Asset management acquisitions: structuring alternatives
  2. Legal and other due diligence
  3. Negotiating buyer protections and consent rights: minority vs. controlling stake
  4. Client/investor consent requirements
  5. Regulatory issues under the 1940 Act and Advisers Act
    1. Registered funds
    2. Non-registered funds
  6. Section 15(f) of the 1940 Act: safe harbor for sellers to avoid clawback of RIC sales proceeds


The panel will review these and other critical issues:

  • How should counsel and clients approach due diligence when considering an acquisition of an investment adviser?
  • What are the critical ownership thresholds that can affect deal terms and structure?
  • What are the principal concerns of registered investment advisers in considering the assignment of advisory contracts?


Barrett, David
David E. Barrett

Norton Rose Fulbright US

Mr. Barrett is a member of Norton Rose Fulbright's Corporate, M&A and Securities and Financial Institutions...  |  Read More

Collin, Matthew
Matthew B. Collin

Skadden Arps Slate Meagher & Flom

Mr. Collin’s practice focuses primarily on mergers, acquisitions, and other transactions involving public and...  |  Read More

Healey, Christopher
Christopher P. Healey

Simpson Thacher & Bartlett

Mr. Healey frequently counsels clients on the development of innovative retail products, complex asset management...  |  Read More

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