Professional Biography

Jesse P. Kanach Partner



Jesse Kanach represents asset managers on virtually all aspects of their investment business. Legal 500 has noted that Jesse's "calm delivery of wise counsel in tough situations is remarkable" for both hedge funds and mutual funds.

Jesse focuses his practice on four key elements—innovation, structuring, negotiations, and compliance.

Innovation. Innovative investment firms that Jesse has represented include:

  • Private funds that seek noncorrelated returns, such as hedge funds focused on international investments, funds investing in alternative asset classes, and real estate funds.
  • Venture investors who seek to support and profit from emerging companies.
  • Family offices and institutional investors that seek to invest in private funds holding a variety of asset classes.
  • Registered funds of hedge funds and other innovative U.S. Securities and Exchange Commission (SEC)-regulated investment companies.

Structuring. In his funds practice, Jesse has experience with clients who select and form a variety of investment vehicle structures, including structuring the following:

  • Limited liability companies (including series LLCs), limited partnerships, and their management companies.
  • Onshore-offshore master-feeders, mini-masters, and non-U.S. funds for U.S. and non-U.S. investment managers, including fund managers based in Brazil, the United Kingdom, and around the globe.
  • Parallel funds, alternative investment vehicles, sidecars, funds-of-one, and fund subsidiaries.
  • SEC-registered investment companies and business development companies (BDCs).
  • Investment advisers undergoing reorganizations.

Negotiations. Jesse has extensive experience in advising the following clients:

  • Fund managers in negotiations with strategic partners, major fund investors, placement agents, and service providers.
  • Institutional investors on separate account agreements, custody arrangements, and fund-side letters, including on behalf of sovereign wealth funds, foundations, tech startups, family offices, private banks, and funds of funds.
  • Acquirers or sellers of asset management firms of all kinds, including addressing unique issues concerning due diligence, relevant fund provisions, client consents, and regulatory matters.
  • Issuers and other registrants regarding SEC staff comments on registration statements and other filings.

Compliance. As compliance is key to long-term success, Jesse routinely advises companies on the following:

  • Adopting, updating, or assessing fund and adviser regulatory compliance programs.
  • Navigating developments in regulation under the Investment Advisers Act of 1940, and providing subject matter knowledge in connection with examinations and enforcement actions, covering all areas of SEC focus on private funds and advisers, such as Regulation Best Interest (Reg BI), Marketing Rule requirements, and new Private Fund Adviser Rules.
  • Handling inspections and responding to inquiries from securities regulators.
  • Making various regulatory filings, including Form ADV, Form PF, Form D, and the various filings required of funds registered under the Investment Company Act of 1940.
  • Counseling investment firms and family offices on anti-money laundering (AML) topics including under the Corporate Transparency Act (CTA) beneficial ownership reporting regime administered by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN), as well as AML rules proposed by FinCEN.
  • Counseling investment firms and their principals on the implications of rules restricting political contributions and the exemptive order process in the event of an inadvertent contribution in excess of applicable thresholds. In addition, advising on certain political law topics such as lobbyist registration requirements for certain bids by an investment firm to manage government pension assets.
  • Maintaining exempt regulatory status, such as with respect to broker-dealer registration requirements, the Advisers Act family office exemption, the Commodities Futures Trading Commission (CFTC) exemptions, and securities registration exemptions for private placements.

For issuances, borrowings, and acquisitions of operating companies, Jesse advises issuers or underwriters on Investment Company Act status and exemptions, including for special purpose acquisition companies (SPACs). Jesse has spent many hours in boardrooms counseling boards, independent directors or trustees, and audit committees on day-to-day corporate governance, regulation-mandated considerations, internal investigations, and SEC enforcement proceedings.

A prolific author of articles, he is a frequent panelist on programs and roundtables, in which he addresses emerging issues of interest to investment funds and advisers. Jesse has been ranked on lists for legal counsel to investment funds by the International Financial Law Review’s IFLR1000 guide and Legal Media Group’s Expert Guides.

Professional Recognition

  • Listed in Expert Guides, "World's Leading Investment Funds Lawyers," 2017  2021
  • Ranked by IFLR1000 (International Financial Law Report) as a "Rising Star," Investment Funds, 2013, 2016  2021
  • Ranked by Expert Guides (Euromoney - Legal Media Group) as a "Rising Star," Investment Funds – United States, 2015  2016
  • Recommended by Legal 500, 2013  2015

Professional Leadership

  • Association of Securities and Exchange Commission Alumni (ASECA), Member

Related Employment

  • Shearman & Sterling LLP, Washington, D.C., Counsel, 2011  2014; Senior Associate, 2009  2010; Associate, 2004  2006
  • Willkie Farr & Gallagher LLP, Washington, D.C., Associate, 2006  2009
  • Dechert LLP, Washington, D.C., Associate, 1999  2004; London, Associate, 2002  2003
  • U.S. Securities and Exchange Commission, Office of General Counsel, Law Clerk, 1998  1999
  • U.S. Department of Justice, Antitrust Division, Law Clerk, 1998