Scott A. Moehrke, P.C. 
Professional Profile
Scott A. Moehrke leads the Investment Management Practice Group and is a partner in the Corporate Practice Group of Kirkland & Ellis where he practices in securities and corporate law with significant experience representing financial services companies, such as investment advisers, investment companies, business development companies and broker-dealers. His practice focuses on complex business transactions, including registered and exempt fund formations and ongoing operations, mergers, acquisitions and joint ventures of funds and fund managers, public and private securities offerings, novel product design and structuring, SEC compliance, board of directors and governance matters and institutional shareholder rights matters. He also has significant experience advising public and private companies on investment company status issues under the Investment Company Act of 1940.
Scott has co-authored numerous publications including:
"SEC Enforcement Eyes Private Equity Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, April 16, 2012
"JOBS Act Reforms Should Benefit Private Funds"
Kirkland & Ellis LLP Private Equity Newsletter, April 12, 2012
"SEC Adopts Private Fund Reporting Form PF"
Kirkland & Ellis LLP Private Equity Newsletter, October 9, 2011
"Dodd-Frank Update for Private Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, June 30, 2011
"SEC Registration Update"
Kirkland & Ellis LLP Private Equity Newsletter, European Edition, February 23, 2011
"EU Alternative Investment Fund Managers Directive: What Does it Mean for U.S. Private Fund Managers?"
Kirkland & Ellis LLP Private Equity Newsletter, November 12, 2010
"SEC Registration: Practical Pointers for Non-U.S. Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, European Edition, October 14, 2010
"Dodd-Frank Act Affects Private Fund Managers and Investors"
Kirkland & Ellis LLP Private Equity Newsletter, July 21, 2010
"SEC Registration For Non-U.S. Managers — It's Happening!"
Kirkland & Ellis LLP Private Equity Newsletter, European Edition, July 21, 2010
"SEC Adopts Rule Prohibiting "Pay to Play" for Investment Advisers, their Principals and Employees, Including Private Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, July 7, 2010
"House-Senate Conference Committee Agrees: Large Private Equity Fund Managers Must Register as Investment Advisers"
Kirkland & Ellis LLP Private Equity Newsletter, June 16, 2010
"Senate Financial Services Reform Bill — Effect on Private Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, May 25, 2010
"Update on Financial Services Reform for Private Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, March 25, 2010
"Regulation of Private Equity Firms: E.U. and U.S. Developments"
Kirkland & Ellis LLP Private Equity Newsletter, European Edition, March 17, 2010
"Financial Services Reform for Private Fund Advisers — Where are We?"
Kirkland & Ellis LLP Private Equity Newsletter, February 5, 2010
"Regulation of European Private Equity Firms: Where are we now?"
Kirkland & Ellis LLP Brief, December 18, 2009
"Increase in Insider Trading Enforcement Affecting Private Funds"
Kirkland & Ellis LLP Private Equity Newsletter, November 17, 2009
"U.S. Regulation Update: Investment Advisers Act Registration for Private Fund Managers"
Kirkland & Ellis LLP Brief, September 15, 2009
"SEC Proposes Rule Prohibiting "Pay to Play" for Investment Advisers, Including Private Equity and Other Private Fund Principals"
Kirkland & Ellis LLP Private Equity Newsletter, August 10, 2009
"Treasury's Regulatory Reform Proposals — Impact on Private Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, June 24, 2009
"'Pay-to-Play' Arrangements and Placement Agent Involvement with Public Pension Funds Subject to Nationwide Investigations"
Kirkland & Ellis LLP Private Equity Newsletter, May 14, 2009
"Private Fund Manager Regulation Continues: Proposed European Regulation of Alternative Investment Fund Managers"
Kirkland & Ellis LLP Private Equity Newsletter, May 5, 2009
"Financial Service Reform Begins — Proposed Registration of Private Funds and Their Advisers"
Kirkland & Ellis LLP Private Equity Newsletter, February 5, 2009
"SEC Issues Emergency Orders on Short Selling and Announces Expanded Market Manipulation Investigation"
Kirkland & Ellis LLP Private Equity Newsletter, September 22, 2008
"Treasury Proposes Regulations Implementing Foreign Investment and National Security Act"
Kirkland & Ellis LLP Private Equity Newsletter, June 13, 2008
"Investment Funds in the United States"
Practical Law Company Investment Funds Handbook, February 2008
"SEC Proposes Stricter Accredited Investor Test for Private Equity"
Kirkland & Ellis LLP Private Equity Newsletter, January 9, 2007
"Appeals Court Throws Out SEC Rule Requiring Registration of Hedge Fund Advisers"
Kirkland & Ellis LLP Private Equity Newsletter, June 27, 2006
"Non-U.S. Public Offerings by Private Equity Funds — A New Chapter in Fundraising"
Kirkland & Ellis LLP Private Equity Newsletter, May 25, 2006
"New SEC Rule Requires Registration for Most Hedge Fund Advisers"
Kirkland & Ellis LLP Alert, December 10, 2004
"Publicly Offered Private Equity Funds — Recent BDC Offerings"
Kirkland & Ellis LLP Alert, May 6, 2004
"Anti-Money Laundering, Privacy Safeguards and Proxy Voting Developments"
Kirkland & Ellis LLP Alert, November 6, 2002
"Investment Adviser Regulation of Private Equity Fund General Partner"
Kirkland & Ellis LLP Venture Capital Review, Summer 2002
Representative Matters
Representation of Madison Dearborn Partners in its acquisition of Nuveen Investments.
Representation of $40 billion mutual fund complex in various product and regulatory issues.
Representation of national financial services firm concerning all aspects of its high net worth hedge fund platform, including distribution, private placement, regulatory, due diligence, marketing and product development issues.
Representation of private equity funds in minority investment in major ($4-5 billion AUM) west coast hedge fund and fund of funds adviser.
Representation of Skylands Capital (4 hedge funds with approximately $1 billion AUM) in spin-off from Strong Capital Management.
Formation of Pershing Square Capital Management hedge funds in 2005.
Representation of large financial services company in obtaining exemptive relief from statutory disqualification under Investment Company Act for advising mutual funds and other registered investment companies (over $100 billion in assets) as a result of SEC injunctive settlement relating to research analysts.
Representation of business development company in initial public offering of over $100 million.
Representation of $11 billion investment adviser in formation of new five fund institutional bond mutual fund family.
Representation of investment adviser in new product design and launch of a principal protected high water guaranteed mutual fund product sponsored and distributed by large insurance company.
Representation of national investment advisory firm with over $40 billion in assets under management on numerous products, including registered mutual funds, domestic and offshore hedge funds, collateralized bond obligation funds, state qualified tuition trusts, formation of high net worth product line, and formation of a number of joint ventures providing investment advisory services to hedge funds and registered mutual funds.
Representation of national investment adviser with over $100 billion under management in connection with formation and offerings of private funds and ongoing SEC advice.
Representation of group of institutional shareholders in connection with $300 million initial public offering of closed-end registered business development company.
Representation of investment manager in collateralized bond obligation (CBO) issuances of over $400 million.
Representation of national investment advisory firm in joint venture transactions with several boutique investment advisory firms for management of $1 billion mutual fund, a small cap mutual fund, private accounts and other products.
Representation of management group in formation of a joint venture investment adviser entity with former employer to provide private equity fund management to existing and future private equity funds.
Representation of 30 mutual fund complex in complex wide proxy solicitation to standardize and modernize fundamental investment policies, advisory contracts and corporate governance instruments.
Representation of numerous mutual funds, including closed-end funds, in connection with formation and initial SEC registration and ongoing SEC reporting and Board of Directors, corporate and compliance matters.
Representation of investment adviser in acquisition of mutual fund complex.
Representation of regional broker-dealer in structuring, organizing and implementing an investment adviser subsidiary and creation of investment management product line.
Representation of trust company bank in forming an investment adviser and mutual fund family and in converting bank common and collective funds to mutual funds.
Representation of banks in forming common and collective trust funds.
Representation of international investment adviser in entering into the U.S. market.
Representation of regional investment banking/broker dealer firm in merger with national public broker-dealer company.
Representation of principals organizing boutique investment banking, merchant banking and venture capital firm.
Representation of managers in management buyout of regional investment advisory firm and structuring of a private placement to provide equity/debt financing for transaction.
Representation of several mutual funds in conducting an opposition proxy against management proposal of public telecommunications company to create tracking stock.
Successful representation of dissenters' group led by several mutual funds in squeeze out merger by controlling shareholder of national plumbing supply/fixtures company.
Representation of state pension trust in connection with opposition to third party tender offer for portfolio company.
Representation of several investment advisers and money market funds in money market fund bailouts.
Representation of numerous issuers conducting private placement offerings of equity and debt securities ($1 million to over $400 million). Offerings have been in diverse industries, including financial services, software, biotechnology, manufacturing, employment services and real estate.
Representation of nation's largest school supply marketer in public offering of $70 million of common stock and $120 million of senior subordinated notes and numerous merger and acquisition transactions.
Representation of Fortune 500 company in several issuances of over $350 million of Eurobonds under Regulation S and Rule 144A.
Representation of e-commerce website developer in private placement of common stock.
Representation of large closely-held manufacturing firm in conducting a self-tender offer to provide liquidity to minority shareholders.
Representations of regional telecommunications company in merger with national telecommunications company.
Representation of large closely-held investment advisory firm in a spin-off of its real estate assets for future development and structuring of a private placement to key employees.
Other Distinctions
Recognized in the Legal 500 U.S. in 2007, 2008, 2010 & 2012
Served on the Board of Directors of the Business Law Section of state bar
Former chairman of state bar subcommittee on state securities law
Member of various committees on investment advisers and investment companiesPublications
Publications include Private Placements, chapter in Financial Product Fundamentals, PLI (Kirsch ed. 1999); Investment Adviser Regulation of Private Equity Find General Partner, Venture Capital Review (Summer 2002)
Seminars
Frequent speaker on fund, corporate and securities law issues
