Biography

Brian S. Vargo focuses his practice on investment managers and funds, securities regulation and compliance, and securities offerings and other business transactions.

Client Experience

  • Investment advisers with respect to organization, governance, registration, contracts, marketing, operations, lift-outs, and mergers and acquisitions

  • Sponsors of private investment funds with respect to fund formation, offering documents, fund contracts, including investment management agreements and placement agent agreements, negotiation of side letters with investors, and private placements of fund interests

  • Sponsors of registered investment companies with respect to fund formation and registration, fund contracts, SEC filings, governance, operations, and reorganizations

  • Investment advisers and funds with respect to compliance with securities and commodities laws and regulations, in developing compliance policies and procedures and implementing compliance programs, and in preparing for, and responding to, SEC compliance examinations

  • Independent directors and trustees of registered investment companies with respect to fund governance and oversight of fund operations and compliance

  • Institutional investors with respect to investments in private investment funds and in negotiating advisory contracts for separately managed accounts

  • Investment advisers, funds, and other businesses in various business, financial and securities transactions, including financings, securities offerings, CLOs, portfolio investments, and mergers, acquisitions, and reorganizations

  • Publicly traded companies with respect to securities offerings, SEC filings, exchange listings and compliance, governance matters, and various types of contracts and business matter

  • Privately held companies with respect to formation and organization, governance matters, and various types of contracts and businesses matters

Representative Matters

  • Advised and assisted an investment manager in connection with the formation and offering of cryptocurrency funds focused on Bitcoin, Ethereum and DeFi tokens offered to investors pursuant to Regulation D, Rule 506(c) and prepared each fund’s organizational and offering documents.

  • Advised a family office in connection with a minority investment in an investment manager focused on cryptocurrency investing and cryptocurrency indices.

  • Advised and represented a private equity fund manager and its fund in connection with the disposition of the fund’s minority interest in an SEC-registered investment adviser to a publicly traded asset management firm

  • Advised an SEC-registered investment adviser in connection with two lift-outs of portfolio management teams from other registered investment advisers.

  • Advised and assisted a private equity fund sponsor in connection with the formation and offering of a private equity fund of funds focused on secondary transactions.

More

  • Advised and assisted an entrepreneur in connection with the formation and organization of his investment management firm and the formation and offering of his private investment fund and prepared the fund’s organizational and offering documents.

  • Advised and assisted a private fund manager in connection with the conversion of its fund’s offering of interests from a private placement under Regulation D, Rule 506(b), to an exempt offering under Regulation D, Rule 506(c), to enable general solicitation of investors through the manager's website.

  • Advised and assisted a private fund manager in connection with the expansion of his fund’s investment strategy to include investment in cryptocurrencies and other digital assets and prepared amendments to the fund’s offering documents and investor notices/consent to reflect the change.

  • Advised a private investor in establishing an ISDA total return swap to provide liquidity with respect to a significant holding in a publicly traded company.

  • Advised a private investor with respect to a custody agreement for the investor’s cryptocurrency investments.

  • Advised and assisted a foreign private issuer (Nasdaq Capital Markets) with respect to the company’s filings with the SEC, public disclosure matters, and Nasdaq matters.

  • Acted as U.S. securities counsel to a foreign private issuer (Nasdaq Capital Markets) in connection with a merger of the company with a U.S. privately held company and prepared the related combined proxy statement/registration statement.

  • Acted as U.S. securities counsel for a foreign private issuer (Nasdaq Capital Markets) in connection with an SEC-registered rights offering for common shares.

  • Advised the board of directors of a foreign private issuer (Nasdaq Capital Markets) regarding the U.S. regulatory implications of a settlement proceeding with a foreign securities enforcement authority.

  • Advised a U.K. pension scheme on U.S. law in connection with an investment in a private equity fund.

  • Advised a U.S. institutional investor on due diligence and U.S. legal requirements in connection with an investment in a U.S. fund of private equity funds.

  • Advised a Spanish private equity fund sponsor on U.S. legal matters in connection with the negotiation of side letters with U.S. government institutional investors in a private equity fund being offered in the U.S.

  • Advised an entrepreneur regarding structuring and negotiating an investment consulting arrangement with an SEC-registered investment adviser and prepared a consulting agreement for the arrangement.

  • Advised and assisted an entrepreneur in connection with the formation and organization of his financial advisory firm and prepared a consulting agreement for use with clients.

  • Advised the CEO of an SEC-registered investment adviser with respect to an SEC examination and matters relating to expense allocation policies and procedures and disclosures to private fund investors.

  • Advised an exempt reporting adviser in connection with an SEC examination and prepared insider trading policies and procedures.

  • Advised an SEC-registered investment adviser with respect to the dissolution, winding up and termination of subsidiary SEC-registered investment advisers under SEC regulation and Delaware law.

  • Advised and assisted the investment management subsidiary of a major U.S. financial holding company in designing an independent fund governance structure in order to avoid Bank Holding Company Act issues and prepared the fund’s organizational and offering documents.

  • Advised a major U.S. consulting firm in structuring the conversion of an offshore fund of funds into a portfolio of a collective investment trust and prepared the restructuring and CIT organizational documents.

  • Advised and assisted a major U.S. investment manager to pension funds and non-profit institutions in connection with the structuring, formation and offering of a fund of custom hedge fund portfolios and prepared the fund’s organizational and offering documents.

  • Advised and assisted a major U.S. investment manager to pension funds and non-profit institutions in connection with the structuring, formation and offering of an energy-focused private fund with both direct equity and sub-advised debt sleeves and prepared the fund’s organizational and offering documents.

  • Developed policies and procedures for the use of a standby letter of credit to support an SEC-registered investment adviser’s commitment to provide capital in connection with money market fund reorganizations.

  • Advised an SEC-registered investment adviser with respect to cybersecurity compliance policies and procedures and cybersecurity insurance matters.

  • Advised an SEC-registered adviser with respect to regulatory issues relating to the distribution of the adviser’s private fund by an affiliated adviser.

  • Negotiated structured currency hedging management arrangements and agreements for a global SEC-registered closed-end fund.

  • Advised and represented numerous SEC-registered investment company advisers and boards regarding SEC filings, exams and compliance.

Personal Insights

My Greatest Strengths
  • That I am a business lawyer with expertise in investment management, securities regulation, and compliance.

  • My history of delivering innovative solutions to complex problems, balancing business practicalities and legal advice to help clients address business challenges and achieve their goals.

  • That I enjoy getting to know each client's business, objectives, and challenges and then working collaboratively to develop and implement project management plans that deliver value.

I WANT YOU TO KNOW
  • Prior to joining RCCB, I spent most of my career in the investment management practice groups of three top-tier law firms serving the investment management industry.

  • I am proud to have co-founded the Mid-Atlantic Hedge Fund Association (MAHFA) and to have served as a Director and Officer of MAHFA, which has been at the forefront of thought leadership for hedge fund and other private fund managers in the region since 2003.

  • Throughout my career, I have been actively involved with thought leader organizations for the investment management industry, including MAHFA, the Philadelphia CFA Society, the Investment Companies Committee of the Philadelphia Bar Association, the Investment Advisers Association, and the National Society of Compliance Professionals.

  • As an adjunct professor at Villanova University School of Law, I taught a course on the Law of Investment Management for 16 years and...

    • I helped launch and edit the Villanova Journal of Law and Investment Management.

WHAT MAKES ME UNIQUELY ME 
  • I enjoy golfing and skiing, and I am an avid reader and an aspirational chess and guitar player.

  • I enjoy creating (and eating) good BBQ. And I cook with charcoal, not gas.

  • I was a rugger in college - scrum halfback and fullback - and there's still a bit of rugger in me.

Focus

Practice Focus
  • Investment adviser formation and registration

  • Private fund formation and offerings

  • Investment company formation, registration, and SEC filings

  • Investments in private funds

  • Investment advisory contracts and other adviser and fund contracts

  • Fund governance

  • Securities regulation and compliance

  • Mergers, acquisitions, and reorganizations

INDUSTRIES

  • Investment management and financial services

News

Publications
  • Cybersecurity Panel Discussion 
    Speaking Engagement, CFA Society of Philadelphia & Investment Adviser Association, April 19, 2017
  • Artificial Intelligence: How the Future Will Impact Your Business? 
    Speaking Engagement, K&L Gates LLP, March 16, 2017
  • The United States Approach to Conflicts of Interest:  Selected Topics on Managing Conflicts of Interest in Investment Management Firms, included in A Practitioner’s Guide to Conflicts of Interest in the Financial Services Industry
    Publication, Sweet & Maxwell, London, U.K., 2012
Videos & Podcasts
  • Launching an Opportunity Fund
    Podcast, September 19, 2018

Community & Professional

Community & Professional
  • Author, The United States Approach to Conflicts of Interest: Selected Topics on Managing Conflicts of Interest in Investment Management Firms, included in A Practitioner’s Guide to Conflicts of Interest in the Financial Services Industry (Sweet & Maxwell, London; 2012).
  • Co-author, Second Circuit Rules Securities Fraud Claim of Mutual Fund Shareholders Relating to Affiliated Transfer Agent Arrangements May Proceed, But Upholds Dismissal of Breach of Fiduciary Duty Claim (Journal of Investment Compliance, June 2010).
  • Co-author, Overview of Fund Securities Lending Programs (The Banking Law Journal, July/August 2007).
  • Author, Legal Developments – United States Investment Companies and Mutual Funds Newsletter (Committee I of the International Bar Association Section of Business Law, September 2001).
  • Author, Private Investment Funds: Business Strategies and Critical Legal Issues (ICAA Newsletter, March 2001).
  • Speaker at numerous conferences and symposia on securities regulation, investment company regulation, and private and offshore funds.
  • Temple University School of Law, Adjunct Professor, Law of Investment Management
  • Tredyffrin Township Library Foundation, Trustee
  • Villanova University School of Law, Former Adjunct Professor, Law of Investment Management

  • Villanova Journal of Law and Investment Management, Former Associate Editor

  • Philadelphia Bar Association, Former Co-Chairman, Investment Companies Committee, Section of Business Law 

  • Mid-Atlantic Hedge Fund Association, Founder, and former Chairman of the Board and Director

  • Philadelphia Bar Association, Former Member of the Executive Committee, Business Law Section 

  • St. David's Episcopal Church, Former Chairman and Co-Chairman, Men's Fellowship Steering Committee

  • Pioneers Wrestling Booster Club, Conestoga High School, Founder and former Director and Treasurer

Practice Areas

Education

J.D., cum laude, University of Pittsburgh School of Law

B.A., Honors Program, John Carroll University, Economics

Admissions

  • Pennsylvania
    New York
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