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Description: There is an enormous amount of capital being deployed in offshore funds and trillions of dollars of “dry power” to be put to work. The US remains the most important fund raising market in the world, but the regulatory environment is complex and full of pitfalls. Every lawyer should have a basic understanding of the Securities Act, Securities and Exchange Act, Investment Company Act and Investment Advisers Act issues that arise when a foreign fund seeks to raise capital in the US, solicit US investors or advise on the merits of offshore funds. In addition, as funds increasingly embrace cryptocurrencies as a distinct asset class, there are money laundering, commodity pool and licensing issues, among others, of which lawyers should be aware. Every lawyer should be able to spot the basic issues and have a working knowledge of the laws and regulation in this area, which is likely to become even more important as the SEC addresses hot topics, such as a proposed rule to exempt “finders” from broker-dealer registration and the regulation of exchange-listed cryptocurrency funds.
Eden P. Quainton is a member of Dunnington’s corporate, international, France , Italy and Latin America Desks, litigation/ADR and employment practice areas. Mr. Quainton is a former partner with Skadden, Arps, Slate, Meagher & Flom LLP and a former associate with Cravath, Swaine & Moore LLP and Cleary, Gottlieb, Steen & Hamilton, LLP. Mr. Quainton’s practice focuses on corporate transactions and civil litigation. Mr. Quainton speaks French, Spanish, Russian and Italian, and has a working knowledge of German. He routinely advises French and Spanish-speaking clients in both corporate and litigation matters. Examples of Mr. Quainton’s experience include the following:
Mr. Quainton has represented clients throughout the world, in Latin and North America, Europe, Russia and the CIS, Asia and Africa, with a particular focus on France and the former Soviet Union. His large-firm experience focused primarily on clients such as Air France, HSBC, Merrill Lynch and sovereign clients, including the Chinese Ministry of Finance and the Kazakh national oil company. Over the past several years, Mr. Quainton has shifted his focus to smaller clients and individuals, to provide “big firm” service with the personalized attention of a smaller practice. He has represented a self-driving car start-up, including establishing a joint venture in China, the African Guarantee Fund in its implementation of best corporate governance practices and evaluation of fundraising options, various start-ups in fundraising efforts under Regulation D, Regulation S and Regulation A+, a US-headquartered Bangladeshi health care start-up, a French public relations firm in its sale to a larger US acquirer, a US alternative energy provider in its acquisition of a Belgian tech firm, and numerous one-off or “bespoke” transactions. He also serves as the general outside counsel to several clients, including a non-profit organization focusing on the performing arts; in that capacity he has advised on employment, fundraising, governance, litigation and transactional matters.
Mr. Quainton maintains an active litigation docket, including an array of cases in State and Federal court, at both the trial level and on appeal. He is or has recently been lead counsel on defamation matters pending in the District Court for the District of Columbia, a § 1983/Monell wrongful death case against the City of New York based on a multi-year pattern of physical abuse and medical neglect towards a pre-trial detainee, a copyright infringement case on behalf of an Indian garment manufacturer, a RICO suit being brought by French investors against various US individuals and financial institutions, numerous “business divorce” cases in state and Federal court, a “me too” claim brought by a plaintiff of Chinese origin against a French national residing in Moscow, the Indian-American plaintiffs in a residential oil spill case, and various individuals and small businesses in contract and tort cases. He has represented clients on appeals before the DC Circuit, the New York Appellate Division and the New Jersey Appellate Division. Mr. Quainton has represented clients in arbitration proceedings before the ICC and has helped resolve numerous matters for clients through mediation.
Mr. Quainton is admitted in New York and New Jersey and in the Southern, Eastern and Northern Districts of New York, as well as the District and Circuit Courts for the District of Columbia. He was the first American admitted to the Paris Bar on the basis of a competitive examination and was a member of the Paris Bar from 1996-2010.
Mr. Quainton routinely handles employment matters for both plaintiffs and defendants, including claims arising under the New York Human Rights laws, where he has represented clients suffering from physical and mental handicaps, claims arising under the FLSA, including “misclassification” claims, wage and hour claims, the rights of migrant workers under the Migrant and Seasonal Agricultural Worker Protection Act, employment termination litigation, severance and “golden parachute” issues, confidentiality, non-disclosure and non-competition agreements, independent contractor, work-for-hire, and executive employment agreements.
Mr. Quainton has handled a number of sensitive investigations, including an investigation of the Department of Defense for the Republic of Kazakhstan in connection with the sale of aircraft to North Korea, an internal investigation for a US Fortune 100 company of its French subsidiary, and an FCPA assessment for an investment bank with a stake in a major provider of outsourcing solutions in India. Mr. Quainton’s language skills and international background make him a valued advisor to clients in cross-border investigations.
Mr. Quainton received his Bachelor of Arts summa cum laude from Yale University, and his J.D. with distinction from Stanford University, where he was a member of Law Review, a co-President of the Moot Court Society, and a Mellon Fellow in the Humanities, and where he also received an MA in Russian.
Mr. Quainton enjoys hiking and running, learning new languages (currently working on Hebrew), and reading and writing poetry.
Rudyard W. Ceres is a member of Dunnington’s corporate, international, and litigation/ADR practice areas and leads our UK/Commonwealth desk and Africa desk practice areas. Mr. Ceres assists clients in such areas as asset portfolio management (including real estate), international corporate transactions, commercial litigation and domestic and international arbitrations. Mr. Ceres represents both individuals and companies ranging from start-ups to large and middle market companies, including non-profits. He also represents foreign governments in attracting foreign direct investments, focusing primarily on Africa and the Caribbean.
Mr. Ceres is well versed in handling international trade issues, including export controls, import regulations, economic sanctions, anti-bribery, international arbitration, regulatory compliance, and has worked as a liaison for his clients in the United Nations. Prior to joining the Dunnington team, Mr. Ceres spent a decade with an AMLAW 50 firm and he served as the international partner for two U.S. law firms.
Mr. Ceres’s experience also includes international asset management and working closely with high net worth individuals as well as private equity, hedge fund and charitable organizations to protect and grow their asset bases. Accordingly, Mr. Ceres is able to complement his legal skills with his role as a trusted advisor to manage and mitigate his clients’ legal and business risks on a global basis.
 | | Practice Areas: | | Banking & Finance Law | | | Online Media Type: | | Audio | | | Production Date: | | 08/02/2021 | | | Level: | | Intermediate | | | Category: | | Standard | | | Duration: | | 1 Hours, 2 Minutes | | | Online Format: | | On Demand | | | Course Type: | | Public |
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| | • | Eden P. Quainton - Dunnington Bartholow & Miller LLP | | • | Rudyard Ceres, Esq. - Dunnington Bartholow & Miller LLP |
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