Henry Bregstein

Qualifications and Career Profile

Henry Bregstein is Chairman of the firm's Financial Services Practice and Co-Managing Partner of the New York office. He advises banks, domestic and offshore hedge funds, private equity funds, life insurance companies, investment advisers and broker-dealers on a broad range of regulatory, securities, tax, finance, licensing, general corporate and other legal matters.

Recognition: In 2010, Mr. Bregstein again was named a Leading Lawyer by Legal 500 in the category of Investment Funds-Alternative/Hedge Fund Formation, hailed as "one of the best around–extremely responsive and client friendly" and praised for his "legally robust solutions that work from a business perspective." He also was featured as one of Chambers Global’s Leaders in their Field in the category of Investment Funds: Hedge Funds in 2010 and 2011, and received the same honor from Chambers USA in 2009–2011 in which he is noted as having a deep understanding of the investment management industry and is "articulate, concise and commercial." He offers the complete package to his hedge fund clientele, including fund formation, regulatory compliance, investment and securities advice. In addition, he was featured in the most recent edition of IFLR’s Guide to the World’s Leading Investment Funds Lawyers in 2010, and was named among Lawdragon’s 3000 Leading Lawyers in America. He also was named a 2009 and 2010 New York Super Lawyer, and a 2010 Endorsed Individual in Investment Funds: Hedge (USA) and a 2011 "Which lawyer" by Practical Law Company. Mr. Bregstein was granted a patent for a Multi-Level Leverage Account Structure (patent number 7,966,238) (rights assigned to client). The patent embodies an investment structure established under a prime brokerage agreement for multiple classes of investors with differing leverage objectives that combines the advantages of both the master feeder structure and the reverse master feeder structure with segregated accounts.

Mr. Bregstein’s practice consists principally of the following:

Funds: Organization of and ongoing advice related to domestic and offshore, securities and commodities hedge funds, private equity funds, CFOs, funds of funds and managed account platforms having a broad range of investment strategies, including alternative investments, asset-backed, alpha transfer, roll-ups, incubators, emerging markets, event driven, and market-maker and risk arbitrage. Ongoing advice concerning 1940 Act avoidance, 1933 Act and 1934 Act compliance, domestic and offshore offering requirements, restructurings, arbitrations, litigations and related tax issues.

Structured Products: Advice (corporate, tax, insurance and securities) for domestic and offshore banks and investment banks, insurance companies, investment managers, CPOs, CTAs, attorneys, investors and other market participants concerning the structuring and documentation of hedge fund derivatives products and other OTC derivatives products (options, swaps, warrants, repurchase agreements, principal protected notes and funds), hedge fund lending transactions, prime broker leverage, TALF funds, hedge fund and life settlement securitizations, variable life insurance and annuities, domestic and offshore insurance dedicated hedge funds (including BOLI and COLI products), IDIs, IDS’s, premium finance, life settlement and other insurance related products.

Investment Advisers/Introducers/Broker-Dealers: Organizational and operational advice (both corporate and regulatory) for investment advisers, introducers and broker-dealers, including those operating on the Internet. Advice relating to, among other things, due diligence, risk assessment and controls, fee arrangements (including allocations and deferral mechanisms), structured and synthetic repo agreements, sourcing and client agreements, lift outs and strategic investments, new issue matters, soft dollar issues, wrap fee programs and structuring joint ventures. Ongoing advice concerning the transfer, utilization and licensing of intellectual property by broker-dealers and investment advisers.

Private Equity Transactions/Securities/General Corporate: Mr. Bregstein has a general corporate and securities background which has given him significant transactional experience, primarily focused on private offerings of debt and equity, joint venture agreements, commercial lending and acquisitions of subsidiaries, structuring of private equity transactions and investments for operating companies.

Mr. Bregstein is a member of the following organizations: New York State Bar Association, New York City Bar Association and the NYCBA Committee on Commodities and Futures Law.

Lectures and Articles

Mr. Bregstein has written and published the following articles and given the following presentations, among others:

• Quoted "Summary and Analysis of Dodd-Frank Rules for Investment Advisers: Registration Requirements, Exemptions, Family Offices, Performance Fee Eligibility," Journal of Investment Compliance, New York: Institutional Investor Publications, Vol. 12, No. 4 (December 2011).
  

• Quoted "Investors Hold Their Nerve as Hedge Fund Returns Plunge," Euromoney Magazine (October 2011).
  

• Panelist “Life Settlements,” 2nd Annual Freeman & Co. Financial Services Conference: New Drivers of Growth (May 2011).
  

• Moderator "The Final Countdown…It’s Time to Prepare for the New Era of Investment Adviser Regulation!" Katten Seminar (March 2011).
  

• Panelist “Do You Need to Register as a US Investment Advisor? A Practical Guide to Navigating the US Regulatory Regime,” Katten UK Seminar (February 2011).
  

• Panelist "The Expanding International Universe of Alternative Investment Structures and Offerings: What They Are and Where They Fit in the Evolving Regulatory Environment," Katten Seminar (October 2010).
  

• Moderator "Estate Tax: What Does the Future Hold?" (focused on financial service industry participants), Katten Seminar (September 2010).
  

• Panelist "Trends in Capital Raising Through External Partnerships," Managed Funds Association's Trends in Capital Raising for Hedge Funds Conference (September 2010).
  

• Panelist "The New and Evolving Regulatory Environment: What Matters for Hedge Funds and Their Clients," Institutional Investor's 9th Annual Hedge Fund Investor Symposium (June 2010).
  

• Participant, 2010 Reuters Global Financial Regulation Summit (April 2010).
  

• Panelist "Changes in Private Equity and New Opportunities," Katten Seminar (February 2010).
  

• Guest "Hedge Fund Hangups Post-Madoff," CNBC's Squawk Box (December 2009).
  

• Moderator "Managed Accounts," HedgeFund Intelligence's Absolute Return Symposium 2009 (November 2009).
  

• Panelist "Regulation: What Will the Attempt to Rein in OTC Derivatives Mean for Hedge Funds?" HedgeFund Intelligence's Absolute Return Symposium 2009 (November 2009).
  

• Moderator "Developments in the Power Play Between Investors and Managers in Setting Terms,” Catalyst Financial Partners' Asset Allocation Forum in Alternatives 2009 (October 2009).
  

• Panelist “Hedge Funds and the Proposed Regulatory Reforms,” Hedge Funds Care Cocktails & Commentary Series (September 2009).
  

• Panelist “Rethinking Risk Management and Good Governance for a Safe Smart Business: Finding Practical Solutions to the New Demands from Investors, Regulators and Tax Authorities,” International Centre for Business Information’s (ICBI) GAIM International 2009 (June 2009).
  

• Moderator “New Asset Allocation Themes,” Catalyst Financial Partners’ Alternative Investing Forum Spring 2009 (April 2009).
  

• Moderator “Crisis Management for Hedge Funds and Managers: Planning for Survival or Reincarnation,” Katten Muchin Rosenman LLP’s Investment Management Seminar Series (February 2009).
  

• Panelist “Post-Lehman Legal, Regulatory and Compliance Changes,” Structured Products Association Conference (December 2008).
  

• Panelist "Principal Protected Investment Products Conference," Financial Research Association (May 2008).
• Panelist "Surviving the Shakeout: Strategic Planning, Budgeting, Best Practices," Infovest 21 (April 2008).
• Panelist "Valuation in 2008: Fair Value Issues for Hedge Funds, Private Equity Funds and Corporate Transactions," Co-hosted by Katten Muchin Rosenman LLP (March 2008).
• Moderator and panelist "Investors and HFSPS - Institutions, Individuals and Family Offices," Structured Products Association Conference (October 2007).
• Moderator and panelist "Hedge Fund Lending, Derivatives and Structured Products," Katten Muchin Rosenman LLP's Investment Management Forum (September 2007).
• Panelist "Structured Hedge Fund Products: Applications for Institutions, Banks and Corporates," Financial Research Associates and Structured Products Association's Commodity Linked and Hedge Fund Structured Products Summit (November 2006).
• Moderator and panelist “Hedge Fund Lending and Derivatives,” Katten Muchin Rosenman LLP’s Investment Management Forum (September 2006).
• Moderator and panelist "Know Your ‘Customer’ or ‘Investor’ for Broker-Dealers and Fund Managers," Katten Muchin Rosenman LLP internal regulatory panel (March 2006).
• Speaker "Hedge Fund Life Insurance (and Annuities) Tax and Regulatory Update," The Institute for International Research – Hedge Fund Investing Through Life Insurance and Annuities – Coconut Grove, Florida (February 2006).
• Moderator and panelist "Key Concerns in Complying with Tax Regulations," Insurance & Annuity Based Hedge Fund Investing Forum – New York, New York (December 2005).
• Moderator and panelist "Tax and Regulatory Update – Assessing the Impact of Tax and Regulatory Developments on PPLI Product Structures," IBC USA's 3rd Annual National Event - Hedge Fund Investing Through Life Insurance and Annuities – New York, New York (June 2005).
• Moderator and panelist "Mastering Effective Tax & Financial Reporting Practices for Hedge Funds," The Institute for International Research – Examining the Process of Structuring Hedge Fund Insurance Products – New York, New York (April 2003).
• "Recent Rules and Regulations Implementing the USA PATRIOT Act" (October 2002).
• Moderator and panelist "Private Placement Variable Life Insurance and Annuities," The Institute for International Research – 9th Annual Hedge Fund Forum – New York, New York (June 2002).
• Moderator and panelist "Effectively Structuring and Managing Outsourcing Relationships," The Institute for International Research – Outsourcing Technology – Private Equity Conference, New York, New York (October 2001).
• Moderator and panelist "Getting Started in Hedge Fund Formation," The Institute for International Research – Hedge Fund Formation Conference, New York, New York (March 2001).
• Moderator "Are Emerging Markets a Viable Alternative Asset Class?" MARHedge 6^th European Conference on Hedge Fund Investments, Geneva, Switzerland (February 2001).
• Moderator and panelist "Examining the Tax Treatment of Life Insurance & Annuity Contracts for PIPs," The Institute for International Research – Mastering Effective Tax Practices for Private Investment Partnerships, New York, New York (January 2001, May & July 2000).
• "Internet Access Poses Legal Risks for Hedge Funds," New York Law Journal (October 14, 1999).
• "Combining Hedge Fund Life Insurance and Annuities," Hedge Views (Winter 1998) (Bear Stearns).
• "Fraudulent Pledge of Securities of Nonpublic Corporations: The Inadequacy of UCC Article 8," The Banking Law Journal (November-December 1995) (Warren, Gorham & Lamont).
• Chao v. Hosp. Staffing Services, Inc., 270 F.3d 374, 393 (6th Cir. 2001) (adopting Henry Bregstein, Secured Creditors and Section 15(a)(1) of the Fair Labor Standards Act: The Supreme Court Creates a New Property Interest, 14 Cardozo L. Rev. 1965 (1993)).

Education and Bar Admissions

Mr. Bregstein earned his undergraduate degree (B.A., 1970) from the University of Pennsylvania and his law degree magna cum laude (J.D., 1993) from the Benjamin N. Cardozo School of Law where he was Senior Editor of the Law Review. He is admitted to practice in New York.