Kay A. Gordon

Partner New York
kay.gordon dbr.com
Phone: (212) 248-3254


Kay A. Gordon counsels clients on hedge fund, funds-of-fund, private equity fund, real estate fund and compliance-related matters involving registered advisers and broker-dealers. She also advises clients on a broad range of securities and regulatory matters as well as a variety of financial instruments and transactions, including managed accounts, credit facilities, joint ventures and derivative instruments. Kay works closely with strategic, institutional and seed investors and also represents clients in investigations by the SEC and other regulators.

Kay is a contributor to the firm's SEC Law Perspectives Blog, which provides reports, discussions, and analyses on noteworthy trends in enforcement and regulatory activity of the U.S. Securities and Exchange Commission (SEC) and other agencies, such as the U.S. Commodity Futures Trading Commission (CFTC).

Kay is a frequent speaker and author. She is a chartered financial analyst (CFA) and currently serves on an advisory board of a large hedge fund.


  • Represented hundreds of private funds, including private equity funds and hedge funds pursuing a broad variety of investment strategies such as socially responsible funds, commodity pools, hybrid funds, activist funds, long/short equity, multi-strategy, multi-series, quantitative, global macro, fixed-income, distressed and high-yield, arbitrage, event-driven, biotech, and real estate private equity and real estate hedge funds in connection with such funds’ formation and operation including ongoing investor issues and needs, side letter arrangements, seeding arrangements, investor disputes, conflicts and a variety of compliance issues.
  • Created hedge funds and private equity fund structures in a variety of jurisdictions including the Cayman Islands, Bermuda, Luxembourg, Mauritius, the Isle of Man and the British Virgin Islands for managers located in US, Canada, India, Russia, UK, Switzerland, China, Latin America, Luxembourg and the Middle East.
  • Represented major institutional, seed, strategic and other investors in connection with their investments in hedge funds, real estate funds, private equity funds (including co-investment opportunities), venture capital funds and commodity pools.
  • Represented hedge fund managers in SEC investigations in connection with issues such as insider trading and short selling.
  • Represented investment managers in connection with discretionary and non-discretionary managed accounts, accounts managing illiquid investments (e.g., managed accounts investing in funds and private equity investments), parallel managed accounts, accounts managed to various levels of exposure, co-investments and funds of one and negotiated a variety of different fee structures, including those involving clawbacks, benchmarks and hurdle arrangements.
  • Represented a large non-U.S. institutional manager in its negotiation of various ISDA agreements and schedules and their terms, including ISDA Events of Default and Early Terminations, repurchase agreements, credit support documents, prime brokerage and foreign exchange prime brokerage documentation and global netting, and securities lending and borrowing agreements with U.S. and offshore counterparties in connection with such manager’s first foray in U.S. hedge funds.
  • Assisted a European manager with review and advice concerning 2016 Securities Financing Transactions Regulation collateral arrangement rules and other regulatory developments on ISDA swaps and other derivative transactions
  • Assisted hedge fund clients with issues involving liquidation proceedings of non-U.S. derivative dealers.


Leading Lawyer in Investment Fund Formation and Management, Legal 500 (2009)

Awards Methodology (www.drinkerbiddle.com/content/awards)

Kay Gordon in New York is 'extremely dependable' and clients regard her as 'a brilliant, highly intelligent professional and expert in the industry.'

The Legal 500 United States, 2009

Kay is an author of a chapter of a Practicing Law Institute Treatise and close to 50 articles, including those featured by multiple publications.


Bar Admissions

  • New York


  • University of Pennsylvania Law School, J.D.
  • Allegheny College, B.A., magna cum laude, Phi Beta Kappa


  • Association for Investment Management and Research
  • Chartered Financial Analyst (CFA)
  • Stamford Society of Security Analysts
  • American Bar Association, Committee on Investment Management (Past Member)