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S. Brian Farmer

Business Section Chair

Richmond
(804) 771-9504 phone
(804) 644-0957 fax

bfarmer@hf-law.com


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Practice Areas

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Brian Farmer is chairman of Hirschler Fleischer's 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. Brian’s objective is to be a solution for investment management clients seeking responsive counsel with deep industry experience who will help them achieve their cost containment goals.

Institutional investors include several top endowments, outsourced chief investment offices (OCIOs), pension plans and family offices.  For institutional investors, Brian negotiates the terms of their investments with fund managers, whether through revisions to the fund limited partnership agreement or side letter provisions. Institutional clients often seek Brian's input on "what's market" for fund investments in a particular asset class based on the dozens of top funds he regularly reviews in the hedge, private equity, venture capital, natural resources, real estate and energy sectors.

Brian 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, as well as private equity co-investments. 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 master-feeder structures, prime brokerage and fund administration agreements and ISDA/swap agreements, as well as seeder and "first loss" capital arrangements for hedge funds.

In addition, Brian advises fund managers and registered investment advisors (RIAs) on regulatory matters, including best execution/soft dollar practices, 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 is a frequent lecturer at investment industry events and has been quoted in Reuters, The Wall Street Journal Online, PE Manager and Opalesque, among other periodicals.

Brian is a former board member of a $600 million municipal pension plan, investing across virtually all asset classes.  He believes this experience helps him more deeply understand the investment industry and the critical roles that both capital allocators and investment managers play.

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, OCIOs, pension plans, family offices, funds of funds) in their private equity fund, hedge fund and other investment activities. Representation includes negotiation of fund or separately managed account agreements and assessment of legal terms in comparison to competitive investment opportunities. Transactions generally range from $10 to $250 million per investment. This representation also includes negotiation of prime brokerage and custodial agreements and other investment agreements on behalf of the institutional investor client.
  • Represented institutional investors in a wide variety of private equity secondary sales and co-invest transactions. Transactions typically range from $5 million to $50 million and involve investments in private equity buy-out, venture capital and natural resource sectors.
  • Represented an RIA in a change of control transaction with a private equity fund valuing the advisor at over $100 million.
  • Represented a global private equity manager in a "fund of one" agreement to manage over $200 million for a large public pension plan.
  • Represented multiple real estate fund managers in successful fund offerings as well as investment adviser registration. Also represented one manager in a sale of a portion of the management company to a Fortune 1000 company.
  • Represented multiple hedge fund managers in negotiating investments with first-loss capital hedge fund sponsors.
  • 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, 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:

  • Co-author, "Best Ideas Conference Presentation:  Challenges Faced by Hedge Fund Managers Under Federal Securities Laws," The Hedge Fund Law Report, August 7, 2014
  • Moderator, "Managing Safety and Security Risks in the Alternative Investment Industry," Piedmont Alternative Investment Conference, May 2014
  • Panelist, "Disclosure and Conflicts of Interest," NRS Spring Investment Adviser and Broker-Dealer Compliance Conference, Orlando, Florida, May 2014
  • Panelist, "SEC Enforcement's Operation ADV:  Readying Your ADV for Increased Focus on Disclosures, Consistency, Conflicts," NRS Spring Investment Adviser and Broker-Dealer Compliance Conference, Ft. Lauderdale, Florida, May 2013
  • Co-author, "ObamaCare Tax Lacks Truth in Labeling for Hedge Fund Managers," Absolute Return, HedgeFundIntelligence.com, April 11, 2013
  • Moderator, "Private Equity Securities Panel," Darden Private Equity Conference, March, 2012
  • "Form PF Disclosures," ACA Compliance Group Conference, 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, 2011
  • "How to Survive an Examination by the New SEC," ACA Compliance Group Workshop, 2010
  • "How to Tackle the New Form ADV Part 2," ACA Compliance Group Workshop, 2010
  • "The SEC's Amended Custody Rule," National Advisors Trust Webinar, 2010
  • "Pooled Investment Funds for Registered Investment Advisors," NAPFA Investment Conference, 2009
  • "Registered Investment Advisors and Pooled Investment Funds - The Legal Landscape" presented to The Hindsight Group, 2008
  • Guest Lecturer, Darden School of Business, McIntire School of Commerce, University of Virginia

Community Service:

  • Board of Trustees and Investment Advisory Committee, Richmond Retirement System

Recognition:

  • Selected for inclusion in Best Lawyers in America, Corporate Law, Information Technology Law, Leveraged Buyouts and Private Equity Law, Mergers and Acquisitions Law, Venture Capital Law, Woodward/White, Inc., 2016-2018
  • Named a "Leader in the Field," Corporate/M&A, Southern Virginia, Chambers USA: Guide to America's Leading Lawyers for Business, 2015, 2017 and 2018
  • Named "Richmond Lawyer of the Year," Leveraged Buyouts and Private Equity Law, Best Lawyers, 2017
  • Selected for inclusion as a “Super Lawyer,” Securities and Corporate Finance, Virginia Super Lawyers, Thomson Reuters, 2006-2017
  • Named a "Leader in the Field," Corporate/M&A, Virginia, Chambers USA: Guide to America's Leading Lawyers for Business, 2016
  • Selected for inclusion in The Best Lawyers in America, as one of the Richmond Lawyers of the Year, Venture Capital Law, 2016
  • Named to "Legal Elite" (Business Law), Virginia Business, 2014, 2016, 2017
  • Finalist, Best Law Firm-Client Service, HFMweek Magazine, 2010-2012
  • Greater Richmond Technology Council, Leadership Award, 2004
  • Judicial Clerk, Honorable J. Calvitt Clarke, U.S. District Court, Eastern District of Virginia

Memberships:

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

Firm Involvement:

  • Chairman, Business Section
  • Board of Directors

Bar Admission:

  • New York
  • Virginia