Nancy P. O’Hara provides counseling to investment companies, fund boards and their independent trustees, investment advisers and broker-dealers. Her clients trust her advice on day-to-day matters, as well as the applicability and interpretation of federal and state securities laws relating to all aspects of formation, registration and ongoing operations of open-end and closed-end investment companies, including business development companies, interval funds, exchange-traded funds (ETFs) and funds serving as the underlying investment vehicle for variable insurance products. She also advises on various transactional matters, such as open and closed-end mergers and acquisitions.
She drafts, reviews and provides advice on securities and stock exchange filings such as registration statements on Forms N-1A, N-2 and N-14, proxy statements and solicitation materials, information statements, exchange listing applications, exemptive applications and shareholder reports, in addition to state law filings, compliance policies and procedures and contracts.
Nancy also regularly counsels fund boards and related parties on fund governance, fiduciary duties and compliance. She also counsels investment advisers and broker-dealers on formation, regulatory and compliance matters such as ADV and B-D registration, SEC and FINRA inspections, and compliance policies and procedures. Nancy has practiced in this area for more than 20 years.
- Counseled investment advisers with respect to their obligations under federal and state securities laws.
- Represented funds and their boards in internal and external fund reorganizations and fund adoptions.
- Counseled closed-end fund board on matters relating to attempted take-over by activist shareholder.
- Represented closed-end fund in several rights offerings, including managing the registration process through the SEC and NYSE listing application process in addition to counseling the fund’s board on regulatory and compliance matters relating to rights offerings.
- Counseled clients through the successful resolution SEC and FINRA examinations and investigations.
- Drafted, reviewed and negotiated agreements, including essential fund and adviser contracts, revenue-sharing contracts and non-disclosure agreements.
- Counseled independent trustees and negotiated matters relating to board resignations and succession planning.
- Implemented compliance with SEC money market reform through the review of fund disclosure and compliance materials.
- Assisted in representation of investment advisers and investment companies in obtaining exemptive orders from the SEC relating to an actively managed ETF, mixed and shared funding, manager of managers structure and managed distribution policy.
- Assisted in representation of various investment companies in connection with the launch of new alternative strategy funds, interval funds and socially responsible investment funds.
- New Jersey
- Villanova University School of Law, J.D., cum laude, Villanova Law Review
- Susquehanna University, B.A., magna cum laude
- Federal Bar Association
- Pennsylvania Bar Association