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919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2542
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Heathcoat House
20 Savile Row
London W1S 3PR
United Kingdom
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Stephanie R. Breslow is a partner in the New York office, co-head of the Investment Management Group and a member of the firm’s Executive Committee. Her practice includes investment management, partnerships and securities, with a focus on the formation of liquid-securities funds (including hedge funds and hybrid funds), private equity funds (including LBO, mezzanine, distressed, real estate and venture) and providing regulatory advice to investment managers and broker-dealers. She also represents fund sponsors and institutional investors in connection with seed-capital investments in fund managers and acquisitions of interests in investment-management businesses, and represents funds of funds and other institutional investors in connection with their investment activities.
Recently named Secretary of the Investment Funds Committee of the International Bar Association, Stephanie is a founding member and former chair of the Private Investment Fund Forum, a member of the Advisory Board of Third Way Capital Markets Initiative, a former member of the Steering Committee of the Wall Street Fund Forum, and a member of the Board of Directors of 100 Women in Hedge Funds. She is listed in Chambers USA, Chambers Global: The World’s Leading Lawyers, The Legal 500 United States, Best Lawyers in America, America’s Leading Lawyers, Who’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), IFLR Best of the Best USA (Investment Funds), IFLR Guide to the World’s Leading Investment Funds Lawyers, IFLR Guide to the World’s Leading Women in Business Law (Investment Funds), IFLR Guide to the World’s Leading Private Equity Lawyers, and PLC Cross-border Private Equity Handbook, among other leading directories. Stephanie was named one of The Hedge Fund Journal's 50 Leading Women in Hedge Funds. She is a much sought-after speaker on fund formation and operation and compliance issues, and regularly publishes articles on the latest trends in these areas. A graduate of Harvard University and Columbia University School of Law, Stephanie co-authored Private Equity Funds: Formation and Operation (Practising Law Institute, 2009), contributed a chapter on “Hedge Funds in Private Equity” for inclusion in Private Equity 2005-2006 (PLC Cross-border Handbooks), and wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions (West) and New York Limited Liability Companies: A Guide to Law and Practice (West).
Selected Publications
Books
Private Equity Funds: Formation and Operation (Practising Law Institute) 2009 (co-author)
New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions (West) September 1997 (co-author)
New York Limited Liability Companies: A Guide to Law and Practice (West) March 1995 (co-author)
Articles
“PLC Practice Note: Structuring Waterfall Provisions,” Practical Law The Journal, June 2011 (co-author)
“‘Alternative’ Investment Managers and Bankruptcy: The Brave New World of Chapter 11,” Journal of Private Equity/Turnaround Management, Spring 2007 (co-author)
“Hedge Fund Investment In Private Equity,” PLC Cross-border Handbooks, Private Equity, 2005–06
“Hedge Funds in Private Equity,” SRZ Investment Management Developments, Fall 2005
“Distressed and Vulture Funds Structure and Formation,” SRZ Private Equity Developments, Spring 2005
“Seventh Circuit Partially Reverses SEC Ruling on Allocations,” Investment Management Developments, Winter 2005
“Use of ‘Target’ Returns Lead to NASD Enforcement Action,” SRZ Investment Management Developments, September 2004
“Planning for Hedge Fund Manager’s Succession,” Institutional Investor’s Alpha, April 2004
“Issues in Structuring Ownership and Compensation for Key Personnel of Private Investment Funds,” The Capital Guide to Offshore Funds, 2000 edition (co-author)
More
Selected Speaking Engagements
“Real Estate Funds: Terms and Trends” and “Relationships With Institutional Investors,” SRZ 21st Annual Private Investment Funds Seminar, January 2012
“Evolving Terms of Private Equity Funds,” SRZ Investment Management Hot Topics, December 2011
“Current Business Issues Facing the Industry,” Ernst & Young Hedge Fund Symposium, November 2011
“Conflicts of Interest and Other Ethics Issues,” Practising Law Institute 12th Annual Private Equity Forum, July 2011
“Hedge Fund Challenges: The Broker-Dealer Perspective,” SIFMA Compliance & Legal Society Annual Seminar, March 2011
Organizing Committee, IBA 12th Annual Private Investment Funds Conference, March 2011
“Relationships with Investors,” SRZ 20th Annual Private Investment Funds Seminar, January 2011
“Private Equity Investment Adviser Registration,” SRZ Investment Management Hot Topics, December 2010
“Basic Hedge Fund Structures,” Hedge Funds: Strategies and Structures for an Evolving Marketplace, October 2010
“The Economic & Investment Roundtable,” Global Leadership Summit, September 2010
“Current U.S. and EU Regulatory Environment,” PLI 11th Annual Private Equity Forum, July 2010
“Central Clearing of Derivatives: What Investment Managers Need to Know,” SRZ Investment Management Hot Topics, June 2010
“Hedge Fund Challenges - The Broker-Dealer Perspective,” SIFMA CL 2010 Annual Seminar, May 2010
“Introduction to Hedge Funds,” Columbia Law School Class, April 2010
“Private Equity Deal Terms,” PLI Institutional Investor Forum, January 2010
Positioning Your Fund for Distressed Investing,” SRZ 19th Annual Private Investment Funds Seminar, January 2010
“Regulation of Financial Institutions,” National Lawyers Convention, November 2009
“Liquidity Issues: Funds vs. Investors,” PLI 10th Annual Private Equity Forum, July 2009
“Private Equity Funds: New Investor Demands,” SRZ Investment Management Hot Topics, June 2009
“The Evolving Hedge Fund Structure,” Deutsche Bank’s Brave New World for Hedge Funds, June 2009
Guest Lecturer, “Introduction to Hedge Funds,” Columbia University, April 2009
“Managing Conflicts,” SIFMA-CL Annual Seminar, March 2009
Organizing Committee, 10th Annual International Conference on Private Investment Funds, March 2009
Coordinator, “Unwinding Hedge Funds,” New York City Bar, February 2009
“Fund Compensation Trends and Structures in the New Environment,” SRZ 18th Annual Private Investment Funds Seminar, January 2009
“Managing Fund Liquidity,” SRZ Greenwich Private Investment Funds Seminar, September 2008
“Debt-Oriented Funds,” PLI 9th Annual Private Equity Forum, July 2008
“New Issues in Regulation and Valuation of Alternative Investments,” IBA 19th Annual Conference on the Globalisation of Investment Funds, June 2008
“Investment Opportunities in Distressed Credit Markets,” SRZ Investment Management Hot Topics Seminar, April 2008
“Issues in Structuring Ownership and Compensation,” New York City Bar Association Hedge Funds Formation, Operation & Compliance Conference, April 2008
“Managing Conflicts – Hedge Fund Issues and Disclosure Issues for Investment Banks,” SIFMA Compliance & Legal Division’s 40th Annual Seminar, March – April 2008
“Strategic Investment in Fund Managers,” SRZ 17th Annual Private Investment Funds Seminar, January 2008
“Tax & Regulatory Considerations,” Practising Law Institute/Capital Roundtable Eighth Annual Private Equity Forum, July 2007
“Permanent Capital for Hedge Funds and Convergence of Fund Strategies,” Practising Law Institute Hedge Funds 2007 Conference, June 2007
“Hedge Funds Formation, Operation and Compliance,” New York City Bar Association Conference, May 2007
“Managing Conflicts,” SIFMA Compliance & Legal Division’s Annual Seminar, March 2007
“Tax, ERISA and Transatlantic Issues,” SRZ 16th Annual Private Investment Funds Seminar, January 2007
“Fund Formation Issues for Activist Funds,” Citigroup, December 2006
“New Hybrid Hedge Fund/Private Equity Firms – Recent Regulatory Issues and Due Diligence,” Harvard Club, December 2006
“Convergence of Hedge Fund and Private Equity Strategies,” Practising Law Institute’s Hedge Funds: The Changing Regulatory Landscape, September 2006
“Fundamentals of Hedge Funds: Structure and Investment Programs, Fee Arrangements and Tax Issues, Derivative Transactions with Hedge Funds, and Conflicts and Ethical Issues,” Citigroup, September 2006
“Off-Shore Hedge Funds,” Securities and Exchange Commission, Compliance Division, August 2006
“Recent Trends in Private Equity Funds,” Practising Law Institute Seventh Annual Private Equity Forum, July 2006
“Platform Development and Distribution,” Security Industry Association Hedge Funds & Alternative Investments Seminar, June 2006
“Structuring 202: Side Pocketing of Illiquid Securities,” Financial Research Associates Offshore Funds – Structure, Compliance & Operations Summit, May 2006
“Issues in Structuring Ownership and Compensation Arrangements for Key Personnel of Private Investment Funds,” New York City Bar Association Conference, May 2006
“Regulatory Sweeps: Past, Present & Future,” SRZ Hedge Fund Compliance Investment Management Hot Topics Seminar Series, March 2006
“Private Equity Funds: Structures, Terms & Conditions,” New York City Bar Association, February 2006
“Conflicts and Information Barriers,” SRZ 15th Annual Private Investment Funds Seminar, January 2006
“Hedge Funds in Private Equity Space,” SRZ International 4th Annual Hedge Funds Seminar, October 2005
“Structures for Employee Investment,” SRZ 14th Annual Private Investment Funds Seminar, January 2005
“Regulation and Registration: The Impact of Proposed Changes on Risk and Returns,” Morgan Stanley Alternative Investment Partners, May 2004
“Issues Facing Private Equity Firms in Structuring Carried Interest Programmes,” International Bar Association, March 2004
“The New Legal and Regulatory Landscape for Hedge Funds,” Blackstone Investor Conference, December 2003
More
Memberships
International Bar Association
IBA Investment Funds Committee
Secretary, Private Investment Funds Subcommittee, 2009-Present
Wall Street Hedge Fund Forum
Founding Member and Steering Committee
Private Investment Fund Forum
Founding Member and Past Chair
Hedge Funds Care
Committee of Hearts, 2003-04
100 Women in Hedge Funds
Board of Trustees
Third Way Capital Markets Initiative
Advisory Board
The Joyce Theater, New York
Board of Trustees
New York City Bar Association
Corporation Law Committee, 1993-96
Chair, Subcommittee on Business Trusts, 1995-96
Committee on the Revised Uniform Partnership Act, 1993-96
Other Distinctions
Listed as a leading private funds lawyer in many publications, including:
The Best Lawyers in America
Chambers Global
Chambers USA
IFLR Best of the Best USA (Investment Funds)
IFLR Guide to the World’s Leading Investment Funds Lawyers
IFLR Guide to the World’s Leading Women in Business Law (Investment
Funds)
IFLR Guide to the World’s Leading Private Equity Lawyers
IFLR 1000
Lawdragon 500 Leading Dealmakers in America
The Legal 500 United States
New York Super Lawyers
PLC Cross-border Investment Funds Handbook
PLC Which Lawyer? Yearbook
The International Who’s Who of Private Funds Lawyers
The International Who's Who of Business Lawyers
Named one of The Hedge Fund Journal's 50 Leading Women in Hedge Funds
Bar Admissions
- New York
- Registered Foreign Lawyer (England & Wales)
- Ohio (inactive)
Education
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Columbia Law School, J.D., 1984
- Harlan Fiske Stone Scholar, 1982-84
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Harvard University, B.A., cum laude, 1981
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