David W. Soden

Dave Soden concentrates his practice on legal, regulatory, compliance and governance matters applicable to broker-dealers, investment advisers, family offices, and private investment funds, including private equity, venture capital, real asset, hedge and real estate funds, funds of funds and hybrid vehicles.

In this capacity, Dave regularly works with clients to structure and document U.S. and offshore private fund structures, negotiates joint ventures, and advises clients on broker-dealer and investment adviser registration, regulation, compliance, operational and other matters. He also regularly represents institutional investors with respect to investments in private funds, co-investments, single investor funds and investment management agreements.

Combining his background at the Financial Industry Regulatory Authority (FINRA) with his former in-house counsel experience at a large sophisticated broker-dealer, Dave brings a unique vantage point to his clients’ legal, regulatory, governance, formation and compliance matters. Dave’s distinct background combined with his ability to advise both broker-dealers and investment advisers help him relate to and understand what matters most to clients and inspires him to simplify their job.

Understanding how bureaucratic regulators work, Dave is skilled at helping companies navigate through examinations, investigations and enforcement proceedings conducted by the Securities and Exchange Commission, the Financial Industry Regulatory Authority and other industry regulators. He has held the Series 7 and Series 24 licenses issued by FINRA.

Dave is an annual speaker at the Private Funds CCO Roundtable Conference, designed for Chief Compliance Officers (CCOs) at investment advisers and broker-dealers and is a frequent writer and speaker on matters impacting broker-dealers, investment advisers and private funds.

Experience

• Each year, launches numerous open-ended, closed-ended and hybrid private fund structures across multiple types of asset classes.
• Converted an existing open-ended private real estate fund into an UPREIT structure, for an industry-leading real estate manager, allowing for Section 1031/721 exchanges.
• Represented an industry-leading real estate manager in the conversion of two private real estate fund structures into a registered closed-end interval fund.
• Led multiple restructurings of several existing private fund structures to facilitate a direct lending strategy for an industry-leading private credit manager.
• Guided an industry leading private credit manager through the launch of an open-end private fund structure available exclusively to wealth management clients of one of the largest financial institutions in the U.S.
• Helped a broker-dealer navigate a FINRA examination and avoid an enforcement action.
• Negotiated several placement agreements with a sponsor and assisted a broker-dealer in building out its compliance program for Regulation Best Interest.