Aaron Schlaphoff is a partner in the New York office of Kirkland & Ellis LLP, where he is a member of the Investment Funds group.
Prior to joining Kirkland, Mr. Schlaphoff was most recently an attorney fellow in the Division of Investment Management at the U.S. Securities and Exchange Commission (SEC). Drawing on his private sector experience, he contributed to a wide range of matters relating to investment advisers and investment vehicles subject to SEC regulation, including private funds, mutual funds and exchange-traded funds (ETFs). In the private funds area, Mr. Schlaphoff advised various SEC divisions and offices, including the Office of Compliance Inspections and Examinations (OCIE) and the Division of Enforcement, on interpretive matters under the Advisers Act, as well as on market practice in the hedge fund and private equity fund industries.
Mr. Schlaphoff was a key member of the team that developed the SEC’s recently proposed rule relating to the use of derivatives and financial commitment transactions by registered funds and business development companies, and worked with various SEC divisions and offices on derivatives-related policy and legal matters. In addition, he participated extensively in the SEC’s work with representatives of the Financial Stability Oversight Council (FSOC) and Financial Stability Board (FSB) analyzing the potential impact of asset management activities on U.S. and global financial stability.
As an attorney in the private sector prior to joining the SEC, Mr. Schlaphoff advised many of the largest, most sophisticated firms in the global asset management industry on a wide range of legal, regulatory and compliance matters arising under the Investment Advisers Act, Investment Company Act, Commodity Exchange Act and related securities and banking laws and regulations. He frequently advised clients on regulatory and compliance issues for new and novel products, such as registered alternative investment funds (e.g., mutual funds sponsored by traditional hedge fund managers), ETFs investing in physical commodities and derivatives, and structured product and derivative wrappers for conveying discretionary investment management services. Mr. Schlaphoff’s fund formation experience includes advising clients on the structuring and offering of a variety of pooled investment vehicles, including private equity funds, hedge funds, open- and closed-end mutual funds and ETFs. He also has substantial experience with M&A, IPO and restructuring transactions involving investment advisers and funds.
Mr. Schlaphoff has extensive knowledge of the regulation of derivatives and derivatives market participants by the Commodity Futures Trading Commission (CFTC) and National Futures Association (NFA) under the Commodity Exchange Act, including the regulation of commodity pool operators (CPOs) and commodity trading advisors (CTAs) and the implications of swap regulations under Title VII of the Dodd-Frank Act for asset managers. His clients in this area have included five of the 20 largest hedge fund managers in Institutional Investor Alpha’s Hedge Fund 100 firm ranking, in addition to many other sponsors of investment vehicles subject to CFTC and NFA regulation.
Aaron is one of several members of the SEC’s Division of Investment Management who have recently joined Kirkland’s Investment Funds Group Regulatory Practice. Jamie Walter served as senior counsel in the Private Funds Branch of the Division’s Rulemaking Office. Norm Champ was the director of the Division of Investment Management.
Speaker, Navigating Regulatory Complexities and Maintaining Compliance, Co-Invest 2017, March 27, 2017.
Speaker, The SEC’s Proposed Rule on Registered Funds’ Use of Derivatives Explored, Knowledge Group webcast, September 15, 2016.
Panelist, Private Equity Fund Restructuring: Negotiating Terms, Avoiding Conflicts of Interest and Avoiding Regulatory Scrutiny, Strafford Publications Webinar, August 10, 2016.
Speaker, Chief Compliance Officer Response to SEC Update, SuperReturn Boston, June 7, 2016.
Investment Company Institute (ICI), 2015 Securities Law Developments Conference (Dec. 16, 2015), “Seeking Cover: Derivatives Investments Under the 1940 Act”*
Practicing Law Institute (PLI), Hedge Fund Management 2015 (Sept. 15, 2015), “Hot Topics: Cybersecurity”*
Regulatory Compliance Association (RCA), Compliance, Risk & Enforcement 2014 (Nov. 4, 2014), “Upgrading Compliance Process & Practice — Top Priorities for 2015”*
Practicing Law Institute (PLI), Hedge Fund Management 2014 (Sept. 25, 2014), “Registration and Regulation”*
New York City Bar Association, Hedge Funds in the Current Environment (Mar. 5, 2014), “SEC Priorities for Hedge Fund Advisers”*
* Conducted while at SEC
Memberships & Affiliations
Secretary, Committee on Private Investment Funds, New York City Bar Association June 2009–2012
Admissions & Qualifications
- 2005New York
- Yale Law SchoolJ.D.2004
- University of CologneFulbright Fellow1999
- Macalester CollegeB.A.cum laude1998