James 'Jay' S. Crenshaw

James 'Jay' S. Crenshaw focuses his practice exclusively on fund formation and related matters (including LP fund negotiations for large institutional investors).

Jay is experienced forming all types of private funds, including hedge funds, private equity funds, real estate funds, single asset funds, and funds-of-funds under various onshore and offshore structures (including stand alone, master-feeder, side-by-side, and multi-series or segregated portfolio fund structures). Over the entire course of his career, he has formed and advised open-end and closed-end funds with various target asset classes, including: public equities (long/short); leveraged buy-outs; multi-family real estate; commercial real estate; urban mixed-use real estate; GP sponsor interests; algorithmic high frequency trading; credit; mortgage back securities; fixed income; Forex and crypto-currencies; derivatives and options; small cap; and multi-manager, among many others.

Jay assists clients on all matters related to fund formation, from advising on appropriate fund structures (i.e. blockers, leveraged blockers, and REITs) to drafting and reviewing all related offering documents (including private placement memorandums, operating agreements, subscription documents, investment management agreements, side letters, clawback agreements, opinions, sub-advisory agreements, placement agent agreements, assignment agreements, flipbooks and marketing materials, performance presentations, administration agreements, and, investor communications and consents). Jay also advises private funds on various securities laws, including under the Investment Company Act of 1940 (i.e. Sections 3(c)(1), 3(c)(5), and 3(c)(7) thereunder), the Securities Act of 1933 (i.e Regulation D), the Commodity Exchange Act (i.e. Rule 4.13 compliance), FINRA Rules (i.e. Rules 5130 and 5131), and various state blue sky laws and exemptions. When structuring funds, Jay also helps clients navigate ERISA considerations (i.e. 'plan asset' considerations), certain tax considerations (e.g. UBTI, 475(f) elections, ECI, fractions rule, etc.), and other periodic filings that arise such as Form 13H, etc.

Jay also assists fund sponsors in evaluating registration obligations and exemptions under the Investment Advisers Act of 1940 and other business matters, including GP operating agreements, performance presentations and website disclaimers.

Jay has also represented some of the world’s largest LPs (i.e. state pension and sovereign wealth funds) in their negotiations of fund agreements and side letters; such representations have totaled billions of dollars of LP investments across hedge funds, private equity funds, and real estate funds.