S. Brian Farmer - Attorney

S. Brian Farmer - Attorney

 

Brian Farmer is Chairman of the Business Section and leads the firm's Investment Management Private Funds Practice Group.

Brian's practice focuses on the investment management industry. He works with both institutional investors and investment managers.

Institutional investors include several top endowments, fund of funds, family offices and pension plans. For institutional investors, Brian performs legal due diligence on private equity and hedge fund investments they are considering, and negotiates side letters for those investments. He also negotiates separately-managed account agreements with both foreign and domestic investment managers. He negotiates secondary sales and purchases of private equity and other non-traded assets for these clients. He also assists institutional investors in understanding and negotiating legal documents for their brokerage and custody arrangements. Brian regularly counsels institutional clients on fiduciary issues that arise in their investment activities.

For fund managers, Brian forms private equity and hedge funds, as well as funds of funds. This work includes preparing organizational and offering documents and structuring the fund to meet the needs of taxable, tax-exempt and offshore investors. He has experience with offshore structures used for these purposes.

In addition, Brian advises fund managers and registered investment advisors (RIAs) on regulatory matters, including need to register, agency cross trades and short-swing profit and insider trading rules. He has familiarity with ERISA and UBTI issues affecting funds and investment advisory clients. He assists fund managers and investment advisors with investment management agreements with their clients, as well as their internal ownership, employment and compensation agreements, including change of control transactions.

Brian's objective is to be a solution for clients in the investment management industry seeking experienced, responsive counsel who will help them achieve their cost containment goals. His clients often have a large New York or multi-national firm who assists with discrete projects, while Brian handles many of their other legal needs.

Brian is a frequent lecturer at investment industry events and has been quoted in The Wall Street Journal Online among other periodicals.

Institutional Investor/Fund Manager Experience:

Brian also has experience in representing financial services businesses, private equity funds, and other companies in merger and acquisition transactions.

  • Regularly represent institutional investors (endowments, family offices, funds of funds) in their private equity fund, hedge fund and other investment activities. Representation includes due diligence review of fund legal terms, side letter negotiations and secondary sales and purchases of fund investments. Transactions generally range from $5 to $50 million per investment. This representation also includes negotiation of prime brokerage/ISDA agreements and other investment agreements on behalf of the institutional investor client.
  • Represented an RIA in a change of control transaction with a private equity fund valuing the advisor at over $100 million.
  • Represented a special opportunities real estate fund manager in successful fund offerings as well as registration as an investment advisor. Also represented this manager in a sale of a portion of the management company to a Fortune 1000 company.
  • Represented a real estate fund manager/sponsor in a lending and equity participation by a large U.S. bank valuing the manager at over $100 million.
  • Served as counsel to a nationally recognized prime broker on a securities lending transaction with a large endowment in excess of $100 million.
  • Represented a private equity fund organized to acquire controlling interests in small community banks. This representation required registration of the fund as a bank holding company with the Federal Reserve.
  • Represented numerous seed/start-up hedge and private equity funds in fund formation and ongoing operations.
  • Regularly assist RIAs in creating pooled investment vehicles that allow these RIAs to more efficiently invest on behalf of their clients and create a marketable performance track record.
  • Routinely assist RIAs with legal, compliance and regulatory questions relating to conflicts of interest, short-swing profit rules, custody issues, insider trading policies, exemption from investment advisory registration, Form PF and Form ADV disclosures, marketing arrangements and agency cross-trades.

Mergers and Acquisitions Experience:

  • Represented company management in the sale of a controlling interest in a national distributor of construction materials by one private equity fund to another. The transaction valued the company at over $100 million.
  • Represented an investor relations company listed on the London AIM exchange in a going private transaction in which it was acquired by a U.S.-based private equity fund.
  • Represented a telecommunications company in several rounds of minority investments by a regional venture capital fund.
  • Represented a private event management company acquired by a NASDAQ listed company in exchange for registered stock.

Education:

  • University of Virginia School of Law, J.D.
  • University of Virginia, B.A., Phi Beta Kappa

Published Work/Speaking Engagements:

  • "Form PF Disclosures," ACA Compliance Group Conference (Scottsdale, AZ 2011) 
  • "Private Equity Secondaries: Trends and Techniques 2011" (University of Virginia Darden School 2011) 
  • "The Inside Scoop on The Private Equity Secondary Market," ACA Insight (2011) 
  • "Insider Trading Compliance," ACA Compliance Group Conference (Orlando, FL 2011)
  • "How to Survive an Examination by the New SEC," ACA Compliance Group Workshop (Richmond, VA 2010) 
  • "How to Tackle the New Form ADV Part 2," ACA Compliance Group Workshop (Richmond, VA 2010)
  • "The SEC's Amended Custody Rule," National Advisors Trust Webinar (2010) 
  • "Pooled Investment Funds for Registered Investment Advisors," NAPFA Investment Conference (St. Petersburg, FL 2009) 
  • "Registered Investment Advisors and Pooled Investment Funds - The Legal Landscape" presented to The Hindsight Group (Atlanta, GA 2008)
  • "Chaos Is Come Again: Preparing Your Client for Due Diligence" Virginia Bar Association Advanced Business Law Seminar (Richmond, VA 2004)
  • "Limited Liability Companies in Virginia", Chapter 2 - "Formation and Operation" Virginia Law Foundation (1995, 1998, 2000, 2003, 2006, 2008, 2011 Supplements)
  • "Limited Liability Companies: A Practical Guide to Using the LLC to Meet Your Client's Needs" (Virginia CLE Webinar 2011) 
  • Co-Author, "The Virginia Limited Liability Company Act" University of Richmond Law Review (1991)
  • "The Right Combination: Virginia's New Business Entity Merger Law" Virginia Bar Association Journal (Winter 1993)
  • Co-Author of Virginia Equity and Subordinated Debt Tax Credit legislation (1999)
  • Member, Virginia House of Delegates Technical Advisory Committee to Revise Virginia Securities Laws
  • Guest Lecturer, McIntire School of Commerce, University of Virginia

Pro Bono/Community Service:

  • Board of Directors, Richmond SportsBackers
  • Board of Directors, Virginia Capital Trail Foundation
  • President and Director, Greater Richmond Stop Child Abuse Now, 1998-1999
  • Leadership Metro Richmond, 1996

Recognition:

  • Virginia's Best Lawyers, 2012 
  • Finalist, Best Law Firm-Client Service, HFMweek Magazine, 2011 and 2010
  • The Best Lawyers in America, Private Equity Law/Leveraged Buyouts, Venture Capital Law, Information Technology Law
  • Virginia Business Magazine's Legal Elite, 2011
  • Virginia Super Lawyers, 2008-2011
  • Greater Richmond Technology Council, Leadership Award, 2004
  • Judicial Clerk, Honorable J. Calvitt Clarke, U.S. District Court, Eastern District of Virginia, 1987-88

Memberships:

  • American Bar Association (Member: Sections of Business Law; Institutional Investors, Hedge Fund, and Private Equity/Venture Capital Committees)
  • Virginia State Bar (Member: Business Section)
  • Virginia Bar Association (Member: Business Section)

Firm Involvement:

  • Chairman, Business Section  

Bar Admission:

  • Virginia, 1987
  • U.S. District Court, Eastern District of Virginia, 1987