Adviser-led secondary transactions have seen explosive growth over the last five years.  That growth has brought increased regulatory concerns over the conflicts of interests inherent in these transactions and a perceived lack of transparency into this market.  New SEC rules adopted in 2023 will arm regulators with additional tools to identify, exam and investigate market practices.  It is therefore critical for managers running an adviser-led secondary transaction to not only comply with the new rules as they become effective but to structure any such transaction with the SEC’s concerns in mind. 

The SEC’s New Tools to Address Adviser-led Secondaries

In 2023, the SEC adopted new reporting obligations and other requirements for adviser-led secondary transactions.  First, the amended Form PF reporting obligations require SEC-registered investment advisers (“RIAs”), within 60 days after the end of each quarter, to report the execution of an adviser-led secondary transaction in the prior quarter involving a “private equity fund” (as defined in the Form).  The first filings were due by February 29, 2024.  The adopting release to the Form PF amendments makes clear that the purpose of quarterly reporting is to “increase the efficiency and effectiveness” of SEC examinations and investigations, thereby informing its policy making and increasing investor protection.  Thus, the new Form PF reporting will likely lead to greater scrutiny of adviser-led secondaries in the exam context and could become the basis of future sweeps or targeted examinations.

Second, the final Private Fund Adviser rules will require RIAs conducting an adviser-led secondary transaction to obtain a fairness opinion or a valuation opinion and prepare and distribute a written summary of any material business relationships between the adviser or its related persons and the independent opinion provider.  Although the Adviser-led Secondaries rule is part of the ongoing litigation and does not kick in until September 2024 (for larger private fund advisers) or March 2025 (for smaller private fund advisers), the SEC’s statements in the adopting release (like the Form PF Release), provide critical insights into the SEC’s concerns regarding these transactions.

Specific Conflicts and Areas of Concern Raised by the SEC

The adopting releases for both the Form PF and Adviser-led Secondaries rules highlight the SEC’s particular areas of concern, including:

  • Heightened Risks: The Private Fund Adviser rules adopting release notes that adviser-led secondaries may be “particularly risky” based on the staff’s understanding that such transactions occur during times of stress where the adviser may be under pressure to restructure a portfolio investment or extend the fund’s contractually agreed upon term.
  • Valuation of Assets: In support for requiring a fairness or valuation opinion, the release identifies the adviser’s potential incentive “to over- or undervalue the underlying asset depending on how they will receive the most compensation,” whether from the selling fund or from the continuation fund.
  • Compensation: The release observes the potential conflicts arising from the ongoing compensation that the adviser would earn from the continuation fund: “Advisers stand to profit . . . by earning additional compensation in the form of management fees or carried interest which is ultimately paid by fund investors.”
  • New Vehicle Terms: The release highlights that the potential conflicts “may influence or alter the terms the adviser sets forth in the new vehicle’s governing agreement to the detriment of investors.”
  • Stapled Commitment: The release reiterates the staff’s prior concerns over stapled secondary transactions – if the secondary buyer is required to make a stapled commitment to another vehicle, “the price offered to the fund’s investors could be adversely affected if the staple requirement reduces the amount prospective buyers are willing to pay.”
  • LPAC Consent: The adopting releases for both the Form PF amendments and the Private Fund Adviser rules raise the same concern that advisory board or LPAC consent alone may not be sufficient to address conflicts, with the former noting that “advisory boards are comprised of only the largest investors in the fund, and the adviser does not seek consent from the remaining investors,” and the latter even going so far as to assert that LPACs “may not have sufficient independence, authority, or accountability to effectively oversee and consent to conflicts or other harmful practices.”
  • Informed Consent: Both releases likewise emphasize the need for informed consent, expressing concern in situations where limited partners are not given enough time “to adequately conduct diligence or negotiate the terms of the continuation fund before its election is due.”

Takeaways

One can debate whether the nature of, and the frequency with which, these conflicts arise in adviser-led secondaries support the SEC’s adoption of new reporting and procedural requirements, given that adviser conflicts of interest were already covered by the antifraud provisions of the Advisers Act in Section 206 as well as Rule 206(4)-8.  Nevertheless, these releases provide a roadmap of the SEC’s concerns in these transactions.  Even if the recent rulemaking does not withstand the ongoing court challenges, the SEC’s views are clear:  Conflicts involved in these transactions must be disclosed, informed consent must be obtained, and the SEC will be watching closely to make sure that that happens. 

To mitigate the regulatory risks in these transactions, advisers should therefore be attentive to such things as asset valuations, the structuring of compensation and new vehicle terms and the completeness of the disclosures.  Additional attention should be placed on the consent process to ensure that limited partners have complete information and adequate time to provide fully informed consent.  Notwithstanding an environment of greater SEC scrutiny and ever-increasing consequences of getting it wrong, the risks can be managed through deliberate processes and disclosures that bear the SEC’s concerns closely in mind.

Read more of our Top Ten Regulatory and Litigation Risks for Private Funds in 2024.

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Photo of Margaret A. Dale Margaret A. Dale

Margaret Dale is a trial lawyer and first-chair litigator handling complex business disputes across a wide variety of industries, including: consumer products, media and entertainment, financial services, telecommunications and technology, and higher education. She is a former vice-chair of the Litigation Department, and…

Margaret Dale is a trial lawyer and first-chair litigator handling complex business disputes across a wide variety of industries, including: consumer products, media and entertainment, financial services, telecommunications and technology, and higher education. She is a former vice-chair of the Litigation Department, and heads the Department’s Data Privacy and Cybersecurity Practice Group. Margaret has been recognized since 2017 in Benchmark Litigation’s Top 250 Women in Litigation.

Margaret’s practice covers the spectrum of complex commercial disputes, including privacy and data security matters, as well as disputes involving M&A, intellectual property, bankruptcy and insolvency, securities, corporate governance, and asset management.

Margaret regularly counsels clients before litigation commences to assess risk, adopt strategies to minimize or deflect disputes, and resolve matters without going to court.

Margaret is a frequent writer, including authoring a regular column on corporate and securities law in the New York Law Journal. She also serves as the lead editor of Proskauer’s blog on commercial litigation, Minding Your BusinessShe also authored the chapter titled “Privileges” in the treatise Commercial Litigation in New York State Courts (Haig, 5th ed.), as well as the chapter titled “Data Breach Litigation” in PLI’s Proskauer on Privacy.

Margaret maintains an active pro bono practice advocating on issues relating to women, children and veterans. She serves on the Board of Directors of CFR (Center for Family Representation), VLA (Volunteer Lawyers for the Arts), JALBC (Judges and Lawyers Breast Cancer Alert), and the City Bar Fund.

Photo of Michael R. Hackett Michael R. Hackett

Mike Hackett is a partner in the Litigation Department and Co-Head of the Asset Management Litigation practice. An experienced litigator and trial lawyer, Mike’s practice focuses on complex commercial litigation, with a particular emphasis on asset management, financial services, M&A, shareholder, and life…

Mike Hackett is a partner in the Litigation Department and Co-Head of the Asset Management Litigation practice. An experienced litigator and trial lawyer, Mike’s practice focuses on complex commercial litigation, with a particular emphasis on asset management, financial services, M&A, shareholder, and life sciences disputes.

A significant portion of Mike’s practice concerns disputes and regulation involving private funds, including private equity, venture capital, hedge, real estate and private credit funds, as well as their sponsors, partners, investors, portfolio companies, and officers and directors. Mike’s experience representing private fund clients runs the gamut, from control contests within advisers, to disputes between limited partners and general partners, to representation of investment advisers in connection with regulatory examinations, investigations and enforcement matters. Mike routinely represents funds, fund sponsors, portfolio companies, and their officers and directors, including in significant post-closing M&A disputes.

Mike also litigates high-stakes commercial disputes in the life sciences and financial services areas, including for established pharmaceutical and biotechnology companies, emerging and innovative start-ups, asset managers, and other private capital investors, in areas such as M&A, breach of contract, indemnification, fraud, contested earnouts and royalties, securities and capital markets, and corporate governance.

Mike has been recognized by Chambers USA and was named a “Rising Star” by Massachusetts Super Lawyers.

Photo of Stephen Hibbard Stephen Hibbard

Stephen Hibbard is a partner in the Litigation Department and a member of the Securities Litigation, Asset Management Litigation, and White Collar & Investigations groups.

A highly regarded complex commercial and securities litigator with more than 30 years of experience, Steve represents financial…

Stephen Hibbard is a partner in the Litigation Department and a member of the Securities Litigation, Asset Management Litigation, and White Collar & Investigations groups.

A highly regarded complex commercial and securities litigator with more than 30 years of experience, Steve represents financial institutions, companies, and individuals in commercial litigation, securities class actions, merger & acquisition litigation, derivative actions, and corporate governance disputes. He routinely represents clients in regulatory or internal investigations, and regularly advises public companies on fiduciary duty and disclosure issues.

Steve has led the defense of dozens of headline-making and high-profile matters from cryptocurrency to cyber-security, from fintech to greentech, and from the housing mortgage crisis to the age of digital assets and AI. Buyers, sellers, and financial advisors have relied on him in merger litigation, including in dozens of technology company mergers.

Steve has also handled complex litigation matters involving corporate finance, accounting, antitrust, defamation, copyright, tax, employment, RICO, and unfair business practices claims for businesses in a wide range of industries including investment banking, commercial banking, venture capital, private equity, asset management, biotech, pharmaceuticals, hardware, semiconductors, software, and sports leagues and teams.

Photo of William Komaroff William Komaroff

Bill Komaroff is a partner in the Litigation Department and White Collar Practice Group. He has a nationwide federal practice focused on corporate defense and investigations, counseling and defending institutional and individual clients in connection with a broad array of complex government investigations…

Bill Komaroff is a partner in the Litigation Department and White Collar Practice Group. He has a nationwide federal practice focused on corporate defense and investigations, counseling and defending institutional and individual clients in connection with a broad array of complex government investigations, prosecutions and civil disputes.

Bill also has served as a member of the Criminal Justice Act Panel for the District Court for the Southern District of New York.

From 2003 to 2007, Bill served as an Assistant U.S. Attorney for the Southern District of New York and prosecuted tax fraud, money laundering, bank fraud, mail fraud and wire fraud cases, among others. He tried numerous cases to successful jury verdicts and argued cases before the Second Circuit Court of Appeals.

Photo of Timothy W. Mungovan Timothy W. Mungovan

Tim Mungovan is the Chair of Proskauer.  He is also the immediate past chair of the Firm’s Litigation Department and head of the Securities Litigation practice.

His practice is focused on securities, commercial litigation, governance, and bankruptcy-related matters. He has a national reputation…

Tim Mungovan is the Chair of Proskauer.  He is also the immediate past chair of the Firm’s Litigation Department and head of the Securities Litigation practice.

His practice is focused on securities, commercial litigation, governance, and bankruptcy-related matters. He has a national reputation for advising sponsors of private investment funds (hedge, private equity, private credit and venture capital) in a wide variety of matters, including litigation, governance, securities, fiduciary obligations, and regulatory enforcement.

Chambers USA describes Tim as “an extraordinary lawyer who is a fierce and very talented litigator. He is extremely knowledgeable, responsive and client-oriented.” Best Lawyers in America lauds Tim’s experience, integrity, work ethic, communications and courtroom skills. Tim has been listed in the “Top 100 Lawyers” in Massachusetts, and Benchmark Litigation has continually recognized Tim as a Litigation Star in Massachusetts.

Over the last six years, Tim has been the lead litigator representing the Financial Oversight and Management Board for Puerto Rico in the historic restructuring of Puerto Rico’s debts. The scale and complexity of this restructuring has resulted in one of the most active litigation dockets in the U.S. Almost every aspect of the litigation involved matters of first impression in part because the restructuring is governed by the Puerto Rico Oversight, Management, and Economic Stability Act, which was enacted for Puerto Rico in 2016.  The track record of success speaks for itself:  in the more than 150 lawsuits filed, Tim and the Proskauer team have prevailed in almost 95% of the cases.

Tim is recognized nationally for his experience in private fund litigation and disputes, having focused on the industry for more than 25 years.  As part of that focus, Tim created and is the lead editor of Proskauer’s blog on Private Equity litigation, The Capital Commitment.

Photo of Dorothy Murray Dorothy Murray

Dorothy Murray is a partner in the Litigation Department specializing in investment and commercial dispute resolution. She supports clients across a wide range of sectors, including financial services, asset management/private equity, energy, telecoms, and maritime.

Dorothy represents clients in disputes arising from all…

Dorothy Murray is a partner in the Litigation Department specializing in investment and commercial dispute resolution. She supports clients across a wide range of sectors, including financial services, asset management/private equity, energy, telecoms, and maritime.

Dorothy represents clients in disputes arising from all aspects of their business, whether those disputes are post M&A, shareholder, employment, contractual, partnership or JV related.

Dorothy has experience managing litigation in common and civil law jurisdictions, and in commercial and investor state arbitration.  She is fluent with all the key divisions of the English High Courts and major arbitral institutional rules, including LCIA, ICC, LMAA, SCC, ISCID and UNICTRAL.  One of her particular interests is in the enforcement of arbitral awards.

In addition to representation in contentious matters, she uses her disputes experience to support clients at the transaction and pre‑action stages, working with companies and funds to identify, understand and mitigate personal and corporate liabilities and risks.

Photo of Joshua M. Newville Joshua M. Newville

Joshua M. Newville is a partner in the Litigation Department and a member of Proskauer’s White Collar Defense & Investigations Group and the Asset Management Litigation team.

Josh handles securities litigation, enforcement and regulatory matters, representing corporations and senior executives in civil and…

Joshua M. Newville is a partner in the Litigation Department and a member of Proskauer’s White Collar Defense & Investigations Group and the Asset Management Litigation team.

Josh handles securities litigation, enforcement and regulatory matters, representing corporations and senior executives in civil and criminal investigations. In addition, Josh advises registered investment advisers and private fund managers on regulatory compliance, SEC exams, MNPI/insider trading and related risks.

Before joining Proskauer, Josh was senior counsel in the U.S. Securities and Exchange Commission’s Division of Enforcement, where he investigated and prosecuted violations of the federal securities laws. Josh served in the Enforcement Division’s Asset Management Unit, a specialized unit focusing on investment advisers and the asset management industry. His prior experience with the SEC provides a unique perspective to help asset managers manage risk and handle regulatory issues.

Photo of Todd J. Ohlms Todd J. Ohlms

Todd J. Ohlms is as a partner in the Litigation department and a member of the Asset Management Litigation Group. Todd has represented clients in business-critical litigation matters for over 25 years, and has tried several cases to verdict before juries and the…

Todd J. Ohlms is as a partner in the Litigation department and a member of the Asset Management Litigation Group. Todd has represented clients in business-critical litigation matters for over 25 years, and has tried several cases to verdict before juries and the bench. He has also participated in numerous arbitration proceedings, including counseling clients regarding disputes subject to international arbitration agreements.

Todd is often retained by private equity firms to counsel them and their portfolio companies on a wide range of matters and is frequently chosen to serve as outside general counsel to their portfolio companies. He also represents family offices in disputes related to their operating companies where sensitive and complex relationships often play as large a role in determining the result as the actual legal theories at issue.

Photo of Robert Pommer Robert Pommer

Robert W. Pommer III is a partner in the Litigation Department and a member of Proskauer’s Securities Litigation, White Collar Defense & Investigations groups and the Asset Management Litigation team.

Bob’s practice focuses on a broad range of securities-related enforcement and compliance issues.

Robert W. Pommer III is a partner in the Litigation Department and a member of Proskauer’s Securities Litigation, White Collar Defense & Investigations groups and the Asset Management Litigation team.

Bob’s practice focuses on a broad range of securities-related enforcement and compliance issues. He represents private fund managers, financial institutions, public companies, and their senior executives in enforcement investigations and litigation conducted by the SEC, the U.S. Department of Justice, and other governmental entities and financial services regulators. He also conducts internal investigations and counsels investment advisers and public companies on regulatory compliance, corporate governance and other SEC-related issues.

Prior to his career in private practice, Bob served as Assistant Chief Litigation Counsel in the SEC’s Division of Enforcement for nine years. While there, he investigated and litigated several high-profile cases involving complex financial fraud and audit failures. Bob also worked on enforcement actions involving insider trading, investment adviser and broker-dealer issues, market manipulation and other violations of the federal securities laws.

Photo of Seetha Ramachandran Seetha Ramachandran

Seetha Ramachandran is a partner in the Litigation Department, and a member of the White Collar and Asset Management Litigation practices. An experienced trial and appellate lawyer, Seetha has conducted 10 criminal jury trials, argued 10 appeals before the U.S. Court of Appeals…

Seetha Ramachandran is a partner in the Litigation Department, and a member of the White Collar and Asset Management Litigation practices. An experienced trial and appellate lawyer, Seetha has conducted 10 criminal jury trials, argued 10 appeals before the U.S. Court of Appeals for the Second Circuit, and handled ancillary civil proceedings in forfeiture cases.

Seetha is a leading expert in anti-money laundering (AML), Bank Secrecy Act, economic sanctions and asset forfeiture matters. Her practice focuses on white collar and regulatory enforcement defense, internal investigations, and compliance counseling. She represents banks, broker dealers, hedge funds, private equity funds, online payment companies, and individual executives and officers in high stakes and sensitive matters. Seetha has deep experience representing institutions and individuals in financial penalty phase of criminal and regulatory matters, and is often retained to litigate forfeiture and restitution claims on behalf of victims and third parties in criminal cases, as well as handling these issues for individual defendants.

Seetha served as a federal prosecutor for nearly 10 years, including as Deputy Chief in the Asset Forfeiture and Money Laundering Section (AFMLS), Criminal Division, U.S. Department of Justice. She was the first head of DOJ’s Money Laundering & Bank Integrity Unit, where she supervised DOJ’s first major AML prosecutions, and oversaw all of the Criminal Division’s AML cases. In that role, Seetha coordinated closely with state and federal banking regulators, including FinCEN, the OCC and the New York State Department of Financial Services, giving her deep experience with how these agencies work together, especially in matters involving civil and criminal liability. Her work developing and charging criminal cases under the Bank Secrecy Act (BSA) formed the model for AML enforcement that regulators and prosecutors follow today.

Seetha also served as an Assistant U.S. Attorney for the Southern District of New York for nearly six years, in the Complex Frauds, Major Crimes and Asset Forfeiture units where she investigated and prosecuted white-collar cases involving a wide range of financial crimes, including bank fraud, mail and wire fraud, tax fraud, money laundering, stolen art and cultural property, and civil and criminal forfeiture cases.

Seetha is a frequent speaker and prolific author on topics including enforcement trends in the financial services industry, OFAC sanctions, effective AML programs and asset forfeiture.

Photo of Robert Sutton Robert Sutton

Robert is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues related…

Robert is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues related to the formation and operation of private equity, credit, real estate, infrastructure, hedge and other private funds.

Rob has a deep knowledge of the market practice of asset managers and in particular, as it relates to Advisers Act-related issues. From some of the largest and most sophisticated firms in the global asset management industry to start-ups and mid-sized firms, Rob’s experience includes a wide spectrum of funds and asset classes across their life cycles. Rob regularly advises on matters in connection with: U.S. investment adviser registration and regulation; Advisers Act and other U.S. securities law issues relating to the formation, marketing and offering of private funds; Identifying and managing conflicts of interest, and addressing related Advisers Act risks, SEC examinations, and exam readiness preparation; Design and implementation of investment adviser compliance policies and procedures; U.S. regulatory issues relating to purchases and sales of investment advisory businesses (minority stake and control stake transactions, buy-side and sell-side representations); Advisers Act and other U.S. regulatory issues relating to private fund restructurings and recapitalizations, strip sales, continuation fund formations and similar transactions; Advisers Act issues relating to the formation of SPACs by investment advisers; and, Investment Company Act status analyses of private fund structures, investment transaction structures and other non-registered investment company structures.

Rob has been recognized by his clients and peers for his extraordinary work, gaining various accolades including mentions in preeminent directories such as The Legal 500.  He is also very active within the private funds industry, contributing to numerous publications and collaborating on several speaking engagements.

Prior to joining Proskauer, Rob was a partner in the Investment Funds Group at Kirkland & Ellis.

Photo of Jonathan M. Weiss Jonathan M. Weiss

Jonathan Weiss is a partner in the Litigation Department. Jonathan represents both plaintiffs and defendants in a wide range of high-stakes litigation, including antitrust, class action, financial services, securities and other complex commercial litigation. Jonathan has won multiple noteworthy jury verdicts, including the…

Jonathan Weiss is a partner in the Litigation Department. Jonathan represents both plaintiffs and defendants in a wide range of high-stakes litigation, including antitrust, class action, financial services, securities and other complex commercial litigation. Jonathan has won multiple noteworthy jury verdicts, including the fourth largest jury award in the history of the State of Arizona (over $110 million), and has significant appellate experience briefing and arguing appeals in both state and federal courts across the nation.

Jonathan has been recognized as a “Rising Star” by Southern California Super Lawyers every year since 2011, and was recognized by Legal 500 U.S. in their 2015 leading lawyers in appellate litigation edition, noting his “incredibly dedicated” advocacy on behalf of his clients. Jonathan has also spent considerable time on pro bono matters, for which he has been honored by Public Counsel among other organizations.

In addition to his busy practice, Jonathan has taught courses on Ninth Circuit appellate advocacy throughout Southern California and has lectured at several universities nationally, including Harvard Law School, UCLA Law School, the University of Illinois and the University of Pittsburgh. Jonathan is also a member of the Pacific Council on International Policy.

Photo of Julia Alonzo Julia Alonzo

Julia Alonzo is a senior counsel in the Litigation Department with a focus on securities and corporate governance litigation. She is experienced in complex civil securities matters and parallel proceedings, including federal securities class actions, shareholder derivative lawsuits, internal investigations, and SEC investigations.

Julia Alonzo is a senior counsel in the Litigation Department with a focus on securities and corporate governance litigation. She is experienced in complex civil securities matters and parallel proceedings, including federal securities class actions, shareholder derivative lawsuits, internal investigations, and SEC investigations. In addition, Julia has represented numerous companies facing litigation relating to pending M&A transactions. Julia is also a member of Proskauer’s Asset Management Litigation team.

Julia writes on topics relating to all aspects of civil securities litigation. She regularly updates a definitive treatise on shareholder derivative law, Shareholder Derivative Litigation: Besieging the Board. She is also the co-editor of Proskauer’s Corporate Defense & Disputes blog, which focuses on federal securities litigation, as well as the Minding Your Business blog on commercial litigation.

Julia maintains an active pro bono practice, with a focus on asylum, child welfare issues, and housing law.

Photo of William D. Dalsen William D. Dalsen

Will Dalsen is a senior counsel in the Litigation Department. His practice focuses on complex commercial litigation, with a particular emphasis on private credit, private equity, venture capital and hedge funds. Will is highly regarded for his deep knowledge of the private credit…

Will Dalsen is a senior counsel in the Litigation Department. His practice focuses on complex commercial litigation, with a particular emphasis on private credit, private equity, venture capital and hedge funds. Will is highly regarded for his deep knowledge of the private credit fund industry and ability to resolve disputes for both sponsors and portfolio companies. He provides counseling regarding creditor rights, lender liability, sponsor liability, operating company disputes, control rights and regulatory compliance and investigations.

He advises funds, fund sponsors, investment advisers, and institutional and individual investors. In addition, he has represented public and private corporations in contractual disputes, business tort cases, and government investigations.

Will leads all phases of the litigation process, including pre-suit investigations, negotiating discovery disputes and arguing discovery motions, managing expert discovery, preparing and arguing dispositive motions, and preparing witnesses for trial. He has elicited deposition testimony from numerous witnesses on topics ranging from corporate finances to document preservation.

Prior to joining Proskauer, Will served for two years as a law clerk to Judge Susan Phillips Read of the New York State Court of Appeals, drafting bench memoranda and assisting with opinions in a variety of civil and criminal matters. In law school, Will was Editor in Chief of the Wisconsin Law Review and served as a judicial intern to the Honorable Shirley S. Abrahamson, Chief Justice of the Wisconsin Supreme Court.

Photo of Julia M. Ansanelli Julia M. Ansanelli

Julia Ansanelli is an associate in the Litigation Department and a member of the firm’s White Collar Defense & Investigations, Securities Litigation, and Asset Management Litigation Practice Groups.  She has worked extensively defending clients facing criminal and regulatory investigations by the Securities and…

Julia Ansanelli is an associate in the Litigation Department and a member of the firm’s White Collar Defense & Investigations, Securities Litigation, and Asset Management Litigation Practice Groups.  She has worked extensively defending clients facing criminal and regulatory investigations by the Securities and Exchange Commission, the U.S. Department of Justice, and the Federal Trade Commission.  She is also a member of the litigation team that represents the Financial Oversight and Management Board in the Commonwealth of Puerto Rico’s bankruptcy proceedings.  Julia has experience with various stages of complex commercial litigation, both in federal and state courts.

Julia maintains an active pro bono practice, with an emphasis on immigration law, and in particular, special immigrant juvenile status.  In recognition of her pro bono efforts, Julia received a Proskauer Golden Gavel award in 2018 in connection with an amicus brief she helped prepare in support of a class of thousands of immigrant youth that had been denied special immigrant juvenile status in New York based on a then-new USCIS policy.  The class of immigrant youth were ultimately successful when the Southern District of New York judge agreed that the USCIS policy violated federal immigration law.

During law school, she served as Case Note Editor of the Touro Law Review, in which she published two case notes of her own, and Vice President of Touro’s Latin American Law School Association. Julia also interned for the Honorable Magistrate Kathleen Tomlinson in the Eastern District of New York.

Julia is a frequent contributor to Proskauer’s Minding Your Business and Capital Commitment blogs.  She has also been recognized as a Super Lawyers “Rising Star” from 2020-2023.

Photo of Isaiah D. Anderson Isaiah D. Anderson

Isaiah Anderson is an associate in the Litigation Department.

Isaiah Anderson earned his J.D. degree from New York University, where he was a Senior Executive Editor of the New York University Law Review, the Alumni Relations Committee Co-Chair for the Black Allied Law…

Isaiah Anderson is an associate in the Litigation Department.

Isaiah Anderson earned his J.D. degree from New York University, where he was a Senior Executive Editor of the New York University Law Review, the Alumni Relations Committee Co-Chair for the Black Allied Law Students Association (BALSA), the Community Chair for the Christian Legal Students Association (CLSA), and a member of the Asian-Pacific American Students Association (APALSA). While at NYU, he worked with the Center on Race, Inequality, and the Law on efforts to advocate for racial and economic justice.

Prior to law school, Isaiah worked as a litigation paralegal at another New York law firm, supporting two commercial litigation trial teams and working on several pro bono cases focused on education and immigration. At Proskauer, Isaiah continues to have an active pro bono practice and leverages his experience and studies in litigation for all his matters.

Photo of James Anderson James Anderson

Jim Anderson is a litigator and trial lawyer. His practice focuses on complex commercial litigation involving leading technology and pharmaceutical companies, as well as private equity, private credit, and venture funds. Jim leverages his technological background and expertise to represent clients in high-stakes…

Jim Anderson is a litigator and trial lawyer. His practice focuses on complex commercial litigation involving leading technology and pharmaceutical companies, as well as private equity, private credit, and venture funds. Jim leverages his technological background and expertise to represent clients in high-stakes business and intellectual property disputes.

Jim has experience litigating cases for clients in the life sciences, biotech, software, consumer electronics, and financial services industries.  Jim has also handled lawsuits for venture and hedge funds, and real estate clients.   He has litigated cases in courts throughout the United States, as well as before the International Trade Commission and Patent Trial and Appeal Board.  He has also represented foreign and domestic companies in disputes before international arbitration tribunals under ICC and CPR Rules.

In addition to his commercial litigation practice, Jim counsels and advises private equity and private credit clients in fund-fund, lender-sponsor, and portfolio company disputes.  Jim leverages his courtroom experience to help these clients navigate regulatory and litigation risks.

Jim also advises clients on intellectual property strategy spanning the full range of patent, trademark, and trade secret protections. He has developed and maintained intellectual property portfolios in a broad range of industries, including consumer products, medical devices, machining and fabrication equipment, and semiconductor devices. Jim is registered to practice before the USPTO.

Jim also maintains an active pro bono practice. He has received awards for his work on behalf of victims of domestic violence and abuse.

Jim has a background in Mechanical Engineering, with a focus on energy, power, and fuel cell technologies. Prior to his career at Proskauer, Jim served as a judicial intern in the U.S. District Court for the District of Connecticut and represented clients with the UConn Intellectual Property and Entrepreneurship Law Clinic.

Photo of Adam L. Deming Adam L. Deming

Adam Deming is an associate in the Litigation Department and a member of the firm’s Appellate and Product Liability groups, and Asset Management Litigation team. He focuses on complex commercial litigation in federal and state courts, covering a broad spectrum of business disputes…

Adam Deming is an associate in the Litigation Department and a member of the firm’s Appellate and Product Liability groups, and Asset Management Litigation team. He focuses on complex commercial litigation in federal and state courts, covering a broad spectrum of business disputes touching on corporate governance, fiduciary obligations, financial services, securities and insolvency. Adam has also represented clients in appeals spanning various areas, including consumer products, life sciences, bankruptcy, labor relations, patent and constitutional law.

Prior to joining Proskauer, Adam served as a law clerk to the Honorable Patty Shwartz on the United States Court of Appeals for the Third Circuit. Adam was also an associate in the New York office of an international law firm. Adam graduated cum laude from the University of Pennsylvania Law School, where he was the managing editor of the Journal of Constitutional Law and an Arthur C. Littleton Fellow instructor in legal writing.  Before law school, Adam was a Teach for America Corps Member in New Orleans, Louisiana, where he taught middle school English for three years.

Photo of Adam Farbiarz Adam Farbiarz

Adam Farbiarz is an associate in the Litigation Department.

Adam’s practice encompasses a wide range of complex commercial litigation and dispute resolution. He represents clients in corporate governance, securities, and M&A-related disputes. Adam has also litigated a number of highly technical contract performance…

Adam Farbiarz is an associate in the Litigation Department.

Adam’s practice encompasses a wide range of complex commercial litigation and dispute resolution. He represents clients in corporate governance, securities, and M&A-related disputes. Adam has also litigated a number of highly technical contract performance issues, including claims pertaining to the execution of a major construction project in Afghanistan, and the faulty implementation of a firmwide software build at a Fortune 200 company.

Before joining Proskauer, Adam founded and led a food service tech startup that continues to work with hundreds of restaurants in the New York City area and beyond.

Photo of Reut N. Samuels Reut N. Samuels

Reut is an associate in the Litigation Department and a member of the Antitrust Practice and Asset Management Groups. During her time at the firm, she spent a five-month secondment working pro bono for the City of New York in the Torts Division…

Reut is an associate in the Litigation Department and a member of the Antitrust Practice and Asset Management Groups. During her time at the firm, she spent a five-month secondment working pro bono for the City of New York in the Torts Division, Special Litigation Unit.

Reut earned her J.D. from New York University School of Law and her B.S. from Cornell University. During law school, she worked at the US Attorney’s Office, Criminal Division in the Southern District of New York, as well as at the Manhattan District Attorney’s Office. Reut served as an Articles Editor for the Journal of Legislation and Public Policy.

Photo of Hena M. Vora Hena M. Vora

Hena M. Vora is an associate in the Litigation Department and a member of the Asset Management Litigation practice and Products Liability group. Her practice encompasses a range of complex civil and commercial litigation matters, including securities litigation, partnership disputes, and consumer products.…

Hena M. Vora is an associate in the Litigation Department and a member of the Asset Management Litigation practice and Products Liability group. Her practice encompasses a range of complex civil and commercial litigation matters, including securities litigation, partnership disputes, and consumer products.

Hena has experience with various stages of litigation, including pitching clients, coordinating discovery, drafting dispositive motions and trial memoranda, and preparing witnesses for depositions and trial. She also has experience conducting highly sensitive and confidential internal investigations.

Hena maintains an active pro bono practice and has been awarded for creating a partnership between Proskauer’s Boston office and Minds Matter Boston, through which she helps high school students from low-income backgrounds achieve college readiness and success.

Hena earned her J.D. from Emory University School of Law, where she received the Pro Bono Publico honor and a Transactional Law Certificate. In addition, she was a national competitor on the Moot Court Society and served as president of Emory’s South Asian Law Students Association. While at Emory, Hena served as judicial intern for Judge Denny Chin at the U.S. Court of Appeals for the Second Circuit.