LAW-2913 Investment Management Regulation

Prof. Joseph Franco,

3 credits day; 3 credits evening.


Grading will be based on a final exam, written assignments and in-class exercises. Securities Regulation is recommended.


Trillions of dollars in assets in the U.S. economy are managed by professional investment managers. This course examines how investment managers and different types of investment vehicles (such as mutual funds and hedge funds) are regulated. The course gives primary emphasis to applicable federal securities law requirements principally found in the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The principal legal topics covered include: the definitions of an investment adviser and investment company, prohibitions and regulations relating to conflicts of interest, disclosure obligations and governance of investment companies. Although primarily legal in nature, the course as necessary will provide an introduction to business and financial considerations relating to investment management services.

In addition, a limited number of students enrolled in this course will be eligible for placement in designated internships intended to complement the subject matter of this course. The designated internships will be for a minimum of 3 credits and enrollment in Investment Management Regulation will satisfy the classroom requirement for the internship. Students interested in the internship option should see the clinical professor for internships when registering for Investment Management Regulation and consult applicable internship requirements.

The Law School's Financial Services Concentration has worked closely with three providers of investment management services (Brown Brothers Harriman & Co., Barings Asset Management and Natixis Global Asset Management) to develop the three internships that will be offered in conjunction with the School's Investment Management Regulation offering in the spring semester. Internship responsibilities will vary between companies, but each company will make an effort to give interns working exposure to at least some of the topics addressed in the course. Additional internship duties will depend upon the nature and current needs of the company selected. The internships are limited in number and so only a small fraction of the students enrolled in the course will be able to take advantage of the internships. The internship placements are briefly described below and students should see Ms. Betsy Roberti, the Administrative Director for Concentrations regarding application procedures for the internship component.

Barings Asset Management ("Barings") is an investment management adviser that manages over $46 billion on behalf of clients located worldwide. The company offers a wide range of equity and fixed income products in both domestic and international markets through mutual funds, commingled funds and separate account vehicles. The intern will be placed in Barings’ North American legal department and will assist with product creation, contract drafting, and implementation of controls and procedures to ensure compliance with regulatory and statutory requirements, including the Investment Advisors Act of 1940. The intern will also assist with Barings’ compliance with the Investment Company Act of 1940 in its role as an advisor to registered investment companies and provide legal support to Barings’ offshore and onshore unregistered vehicles.

Established in 1818, Brown Brothers Harriman & Co. ("BBH") is the only major private commercial bank operating in the U.S. today. With offices located globally, BBH provides banking, custodial, investment advisory and trustee services to a variety of institutional clients. Through its Investor Services group, BBH provides custody, accounting and administration services to various investment vehicles including mutual funds, private funds and separate accounts. The selected intern will work with the Legal Administration group providing corporate secretarial and regulatory services to mutual fund clients.

With over $850 billion in assets under management, Natixis Global Asset Management (“Natixis”) is one of the fifteen leading asset management companies in the world. Natixis’ Boston based Legal/Compliance Department possesses extensive expertise in all aspects of corporate governance, disclosure and other regulatory matters affecting mutual funds, separately managed accounts and their service providers including investment advisers, sub-advisers, distributors and transfer agents. Working within the Natixis Legal/Compliance Department, the intern will be exposed to and work on projects concerning one or more of the following areas: investment product structure and disclosure; the roles and legal obligations of the various service providers; corporate governance; compliance with regulatory requirements and established policies and procedures; and due diligence.


Faculty comments: The course is primarily lecture based with class participation strongly encouraged. While the course will give primary emphasis to legal doctrine, it will also emphasize some practice-oriented issues such as drafting disclosure and investment advisor contracts; making board presentations; and working with compliance policies and procedures. As part of the practice-oriented materials, there may be several written assignments and in-class exercises. Grading will be based primarily on a two-part final exam (a take-home essay and an exam period multiple-choice test) and to a lesser degree on three practice-oriented exercises. Completion of or concurrent enrollment in Securities Regulation is strongly recommended but not required.

In addition, a limited number of students enrolled in this course will be eligible for placement in designated internships intended to complement the subject matter of this course. The designated internships will be for a minimum of 3 credits and enrollment in Investment Management Regulation will satisfy the classroom requirement for the internship. The Law School's Business Law and Financial Services Concentration has worked closely with three providers of investment management services. Students interested in the internship option should contact the Administrative Director of the Business Law and Financial Services Concentration when registering for Investment Management Regulation and consult applicable internship requirements.


pointer    Elective Course

pointer    Meets Skills Menu Requirement

pointer    Meets Financial Services Concentration Requirements

pointer    Final Exam Required


<<Course Updated: March 11, 2016>>