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Mark D. Perlow

Partner
+1.415.249.1070
Fax +1.415.882.8220

Mr. Perlow's practice focuses on investment management and securities law.  He regularly represents mutual funds, hedge fund managers, investment advisers, fund boards of directors, and broker-dealers on a variety of regulatory and transactional matters.  He has represented clients on a broad range of traditional and novel matters, including:

  • Representing funds, investment advisers, and broker-dealers before the SEC and FINRA in connection with registration, exemptive applications, no-action and interpretive requests, enforcement actions, examinations, and transactional and disclosure filings
  • Forming and reorganizing mutual funds as well as preparing and negotiating the full range of fund documents and agreements
  • Structuring and forming hedge funds
  • Counseling and negotiating agreements for funds, investment advisers and broker-dealers on issues arising from distribution (including retirement plan issues) and on counseling on regulatory issues in marketing and advertising
  • Representing and advising fund independent directors
  • Serving in interim role as chief legal officer for major investment manager and mutual fund sponsor
  • Advising and assisting clients on adviser and fund mergers, acquisitions and adoptions
  • Conducting "mock" SEC examinations and compliance reviews
  • Advising funds on legal and regulatory aspects of derivatives, short selling, and market structure
  • Counseling clients on "investment company," "investment adviser" and "broker-dealer" status issues
  • Representing and advising the Investment Company Institute on regulatory policy recommendations and preparing related SEC submissions
  • Preparing comments on SEC rule-making
  • Advising fund sponsors and investors on regulatory and market issues posed by exchange-traded funds
  • Serving as expert witness on industry practices
  • Counseling clients on compliance with the Dodd-Frank and Sarbanes-Oxley Acts
  • Advising clients on fiduciary duties and corporate governance, including proxy voting responsibilities
  • Advising and assisting fund sponsors on new investment vehicles, including funds of hedge funds, alternative strategy mutual funds, 130/30 funds, employees' securities companies, manager-of-managers funds, stable value funds and basket depositary receipts

Professional Background

Mr. Perlow served as senior counsel in the Office of the General Counsel of the Securities and Exchange Commission from 1998 to 1999, focusing on investment management, fund and corporate governance, and enforcement.  He also served in the SEC's Division of Enforcement from 1994 to 1997.  While on the SEC staff, Mr. Perlow worked on regulatory initiatives on fund governance, the scope of the securities laws online, codes of ethics, personal trading of investment personnel, and foreign custody of fund assets, and he advised the SEC on enforcement actions involving funds and investment advisers.

He also served as senior attorney on a number of enforcement actions and investigations, including the W.R. Grace 21(a) Report on independent directors' duties, and cases involving accounting fraud, market manipulation, insider trading, and broker-dealer sales abuses.  Prior to government service, Mr. Perlow was associated with a California law firm and represented technology companies on corporate, securities, and intellectual property matters.

Professional/Civic Activities

  • American Bar Association (Member of Committee on Federal Regulation of Securities and Subcommittee on Investment Companies and Investment Advisers, Task Force on Investment Company Use of Derivatives and Leverage, Drafting Committee for Comment Letter on Money Market Fund Reform)
  • Federal Bar Association
  • Hedge Funds Care, West Coast Committee
  • West Coast '40 Acts Group
  • National Investment Company Service Association (West Coast Steering Committee)
  • Adjunct Faculty, U.C. Berkeley School of Law, “Regulation of Capital Markets and Financial Institutions,” 2009 to present

Speaking Engagements

Mr. Perlow is a frequent speaker and panelist.  His recent presentations include:
  • “Lessons from SAC Capital: Could It Happen to Your Firm?” CFA Institute Annual Conference, May 5, 2014.
  • “The Rise of Alternative Mutual Funds,” West Coast ’40 Acts Group Meeting, April 25, 2014.
  • “Broken Windows: A New Era in SEC Enforcement?” ICI Mutual Risk Management Conference, April 10, 2014
  • “The Future of Shareholder Activism,” UC Berkeley Center for Law, Business and the Economy Symposium, April 4, 2014.
  • “Valuation: Emerging Issues and Best Practices,” RCA Practice Readiness Series Webinar, April 3, 2014.
  • “Current Issues in Private Fund Marketing,” NSCP San Francisco Regional Meeting, March 13, 2014.
  • “Current Issues in SEC Examinations,” IAA Investment Adviser Compliance Conference, March 7, 2014.
  • “Best Execution and Due Diligence of Third Parties -- Issues and Developments,” IAA Compliance Workshop, December 3, 2013.
  • “Advertising & Marketing: the SEC’s Requirements and Best Practices to Comply,” IA Watch Webinar, Oct. 29, 2013.
  • “Private Fund Update: Overview of 2013 SEC and Other Regulatory Releases,” NSCP National Meeting, Oct. 23, 2013.
  • “Update on SEC Activities: Examinations, Enforcement and Regulatory Initiatives,” IDC Fund Directors Conference, Oct. 22, 2013.
  • “Lifting the Fog: Regulatory Developments affecting Private Funds,” Maples and Calder Alternative Investment Funds Seminar, Oct. 10, 2013.
  • “Expert Roundtable on Regulatory and Compliance Hot Topics,” IA Watch Fall Compliance Best Practices Conference, Oct. 3, 2013.
  • “U.S. Mutual Funds: Trends and Issues,” UC Berkeley Center for Executive Education/Asset Management Association of China, Aug. 1, 2013.
  • “SEC’s Renewed Focus on Conflicts of Interest of Asset and Fund Managers,” RCA Practice Readiness Series Webinar, June 25, 2013.
  • “U.S. Financial Regulation: An Overview and Current Developments,” UC Berkeley Center for Executive Education/Presentation for Thai Supreme Court, June 20, 2013.
  • “Identifying and Addressing Conflicts of Interest in Investment and Fund Managers,” NSCP West Coast Regional Meeting, June 3, 2013.
  • “Key Compliance Issues for Private Fund Advisers,” IAA Webinar, May 22, 2013.
  • “Current Issues for Private Fund Advisers,” IAA Investment Adviser Compliance Conference, March 7, 2013.
  • “Board Oversight of Alternative Mutual Funds,” IDC Chapter Meetings, Jan. 9 & 17, 2013.
  • “SEC Enforcement and Examination and Private Fund Issues,” IAA Compliance Workshop, Dec. 4, 2012.
  • “The (Near) Future of Fund and Market Regulation,” West Coast ’40 Acts Group Meeting, October 26, 2012.
  • “SEC Examinations: Survival Strategies in a Changing Environment,” NRS Fall Compliance Conference, October 10, 2012.
  • “Portfolio Trading and Best Execution,” IDC Fund Directors Conference, October 2, 2012.
  • “Not Your Parents’ Mutual Funds: Alternative ’40 Act Funds,” 100 Women in Hedge Funds Seminar, July 18, 2012.
  • “SEC Enforcement Issues for Advisers,” IAA Investment Adviser Compliance Conference, March 8, 2012.
  • “Are You a Large Trader?” IAA Webinar, November 10, 2011.
  • “Developments in Social Media, Pay to Play, Whistleblower Rules, and Form ADV,” IAA Compliance Workshops, November 2-3, 2011.
  • “SEC Examination Priorities and Enforcement Cases,´NRS Fall Compliance Conference, October 27, 2011.
  • “Managing the Impact of Regulatory Reform,” 100 Women in Hedge Funds, September 10, 2011.
  • “The Art of Risk Assessment,” Ascendant Compliance Conference, September 15, 2011.
  • "Soft Dollars and CSAs: An Update," Institutional Investor Trader Forum, May 12, 2011.
  • "Alternative Mutual Funds," NICSA West Coast Regional Meeting, April 21, 2011.
  • "Money Market Funds Preserving Systemic Benefits, Minimizing Systemic Risks," Berkeley Center for Law, Business and the Economy Symposium, March 11, 2011.
  • "Dodd-Frank Issues for Private Fund Advisers," IAA Investment Adviser Compliance Conference, March 10, 2011.
  • "Investment Company Use of Derivatives," ICI Securities Law Developments Conference, December 14, 2010.
  • "Oversight of Investment Risk," IDC Investment Company Directors Conference, October 26, 2010.
  • "Understanding the Changing Derivatives Marketplace," NRS Fall Conference, October 7, 2010.
  • "Dodd-Frank:  The Implications for Hedge Funds," 100 Women in Hedge Funds, September 28, 2010.
  • "The Volcker Rule's Impact," LexisNexis Podcast, September 8, 2010.
  • "Investment Company Use of Derivatives and Leverage," ABA Annual Meeting, August 9, 2010.
  • "New SEC and DOL Guidelines on Target Date Funds," ABA Annual Meeting, August 8, 2010.
  • "Derivatives Reform," IA Week Webinar, July 13, 2010.
  • "Oversight of Investment Risk," IDC Conference Call for Fund Directors, June 23, 2010.
  • "Regulatory Rules and Proposals Regarding Trading and Brokerage," FRA Investment Adviser Compliance Conference, February 1, 2010.
  • "Regulatory Developments Impacting Hedge Funds," 100 Women in Hedge Funds, October 28, 2009.
  • “The Changing Landscape of SEC Examinations,” NICSA West Coast Regional Meeting, May 28, 2009.
  • “The Future of OTC Derivatives,” ICI Mutual Funds and Investment Management Conference, March 24, 2009.
  • “Managing Non-Public Information of Hedge Fund Managers,” NSCP West Coast Regional Meeting, March 16, 2009.
  • “Portfolio Management Processes: Compliance Enhancement Tips,” IA Compliance Best Practices Summit, March 13, 2009.
  • “Financial Regulatory Reform,” MFDF Chapter Meeting, February 10, 2009.
  • “Redefining the Course for Hedge Funds,” E&Y Hedge Fund Symposium, November 13, 2008.
  • “Recent Developments in Valuation Practices,” MFDF Chapter Meeting, November 13, 2008.
  • “Developments in Best Execution and Soft Dollars; Best Practices in Business Continuity Planning,” IAA Compliance Workshops, October 15-16, 2008.
  • “Key Issues in the Derivatives Market,” ICI Equity, Fixed Income and Derivatives Markets Conference, October 6, 2008.
  • “Creating an Action Blueprint for an SEC Examination,” NRS Annual Symposium on SEC Examinations, July 18, 2008.
  • “Fund Directors' Oversight of Derivatives,” Mutual Fund Directors Forum Chapter Meeting, April 2, 2008.
  • “ Nuts and Bolts of Mutual Funds,” PLI Conference, March 27, 2008.
  • “Codes of Ethics: Enforcement Developments,” IA Compliance Best Practices Summit, March 21, 2008.
  • “Fund Directors' Oversight of Derivatives,” IDC Chapter Meeting, January 22, 2008.
  • “Developments in Performance Advertising, Code of Ethics, and Best Execution," IAA Compliance Workshops, November 15-16, 2007.
  • “Advertising Compliance: SEC Performance and GIPS Guidelines,” NRS Annual Fall Compliance Conference, October 26, 2007.
  • “Key Issues in the Derivatives Markets,” ICI Equity, Fixed Income and Derivatives Conference, October 12, 2007.
  • “Most Favored Nation Clauses in Practice & Interpretation,” Institutional Investor Legal Forum, October 4, 2007.
  • “The SEC Steps Up Its Regulation of Retirement Plans,” Western Pension and Benefits Conference, July 24, 2007.
  • “Board Oversight of Funds’ Use of Derivatives,” ICI Independent Counsel Roundtable, July 11, 2007.
  • “Exotic Fixed Income and Derivative Instruments: Best Execution,” FRA Investment Adviser Compliance Forum, May 30, 2007.
  • “Conflicts of Interest for Hedge Fund Managers and Prime Brokers,K&L Gates/Deloitte & Touche Seminar, May 16, 2007.
  • “SEC Exams,” IA Compliance Best Practices Summit, March 23, 2007.
  • “Latest Issues in Managing Hedge Fund Conflicts of Interest,” FRA Hedge Fund Business Operations Forum, December 13, 2006.
  • “Investor Responsibility: Proxy Voting,” NICSA West Coast Regional Meeting, November 16, 2006.
  • “Soft Dollars,” IAA Compliance Workshop, November 15, 2006.
  • “401(k) Plan Expense Litigation,” K&L Gates Seminar, October 4, 2006
  • “The Key Elements of a Successful Compliance Program,” FRA Investment Adviser Compliance Forum West, September 21, 2006.
  • “Consultants in the Crosshairs,” ASPPA 401(k) Summit, February 27, 2006.
  • “Soft Dollars,”NSCP West Coast Regional Meeting, January 30, 2006.
  • “Strategies for Surviving an SEC Examination” White Hot Issues Conference, NRS (National Regulatory Services, Inc.), November 29, 2005.
  • “Disclosure of Broker Compensation for Mutual Fund Share Sales,” NICSA West Coast Regional Meeting, November 2, 2005.
  • “SEC Guidance on the Use of Consultants and Conflicts of Interest,” P&I Defined Contribution/401(k) Conference, October 10, 2005.
  • “Hedge Fund Adviser Registration and Compliance,” K&L Gates Seminar, September 19, 2005.
  • “Emerging Securities Issues for Benefit Plans and their Investments,” Western Pension & Benefits Conference, May 19, 2005.
  • “Investment Adviser Hot Issues,” NSCP West Coast Regional Meeting, January 31, 2005.
  • “Trading for Hedge Funds at ’40 Act Firms,’” Institutional Investor Trader Forum, October 28, 2004.
  • “Developing an Effective Mutual Fund Compliance Program,” ICI Mutual Fund Compliance Workshop, October 27, 2004.
  • “The Mutual Fund Market Timing Scandal: The Regulatory Fall-Out,” Glasser Investment Management Compliance Conference, September 27-29, 2004
  • “Roadmap for SEC Adviser Compliance Rules,” K&L Gates Investment Adviser Compliance Workshop, July 13-14, 2004.
  • “Conducting Internal Investigations in the Post-Sarbanes-Oxley Era,” K&L Gates Financial Services Industry Seminar, June 24, 2004.
  • “The New SEC Adviser Compliance Rule,” ICAA Compliance Workshop , June 14, 2004.
  • “SEC Compliance Update,” ICAA Compliance Workshop, October 23, 2003
  • “Mutual Fund Directors and Distribution Relationships,” ICI Mutual Fund Directors’ Conference, October 16, 2003.
  • “The Future of Hedge Fund Regulation,” Ernst & Young Seminar, September 25, 2003.
  • “Corporate Governance Post-Sarbanes-Oxley,” San Francisco Treasury Management Association, August 19, 2003.
  • “Recent Developments in Mutual Fund Legislation and Regulation,” ALI-ABA Conference on Developments in Securities Law, July 24-26, 2003.
  • “Poking Holes in Best Execution Policies,” Institutional Investor Trader Forum, May 17, 2003.
  • “Current Issues Facing Investment Company Audit Committees,” PwC Audit Committee Forum, October 29-30, 2002.
  • “Corporate Governance and Stock Options,” Peninsula Treasury Management Association, August 14, 2002.