Andrew James Lom

Partner
Norton Rose Fulbright US LLP

New York
United States
T:+1 212 318 3119
New York
United States
T:+1 212 318 3119
Andrew James Lom

Andrew James Lom

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Biography

Andrew Lom, a partner in the New York office, is co-head of the firm's Asset and Wealth Management International Business Group for the United States and a member of the firm's global FinTech team.  He represents family offices, funds and financial institutions in transactional and regulatory matters, including with respect to fund formations, private equity and debt transactions, cross-border structuring, co-investments and joint ventures, investment due diligence, side letter negotiations, venture capital financings, trading and derivatives transactions, structured products and investment adviser registration.

Building on his engineering background, Andrew also works with clients across industries to develop innovative products and services relating to blockchain, smart contracts and other disruptive technologies.  Andrew has particular experience advising on complex governance matters and decision-making protocols for families, foundations and consortia, often involving multiple constituencies with varying goals, roles and capabilities.  Many clients seek Andrew's thoughtful and practical guidance with respect to conflicts and fiduciary issues, succession planning, service provider relationships and other significant business decisions.

Andrew is the Chair of the Family Office Subcommittee of the American Bar Association and is an active participant in the New York Alternative Investment Roundtable and the Managed Funds Association's Outside Counsel Forum.  In addition, he is a contributor to the Financial Services: Regulation Tomorrow blog, which provides insight and commentary on the global financial regulatory environment.  He has been recognized by the National Law Journal as a FinTech Trailblazer.

Andrew has prior government experience in consumer protection enforcement and worked as an analyst for an energy/emissions broker.


Professional experience

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JD, Georgetown University Law Center, 2005
AB, with honors in Engineering and Economics, Brown University, 2002

While in law school, Andrew taught research and writing as a Law Fellow and then as a Senior Writing Fellow.  He was a research assistant for Professor Jody Freeman and Professor Charles D. Kolstad in connection with their book Moving to Markets in Environmental Regulation, Lessons after Twenty Years of Experience, Oxford University Press, 2006.  Andrew was honored with a CALI Award for Excellence in British Legal History and served on the Georgetown Journal of Law and Public Policy.

  • New York State Bar

Transactions:

  • Fund of funds manager in its strategic acquisition by a family office
  • Fintech company in its strategic acquisition of an artificial intelligence business
  • Blockchain foundation in its $150 million initial coin offering including private SAFT and public auction fundraising rounds
  • Private equity fund complex in over 75 direct equity and/or debt investment transactions
  • Fintech and cryptocurrency company in $20 million "founder" round capital raise from strategic and financial investors
  • Various funds and family offices in private equity co-investments with numerous fund managers and fundless sponsors
  • Various family offices, pension plans, insurance companies and funds of funds in due diligence and side letter negotiations for investments in underlying funds and managed accounts
  • Fintech company in its strategic acquisition of a payments processing business
  • Private equity fund in bank recapitalization investments including up to 9.9% voting stock ownership and related Federal Reserve passivity commitment filings
  • Pension plan and related endowment in hedge fund and private equity fund investments for portfolio worth over $500 million
  • Structuring and ongoing representation of tax-efficient SPVs for foreign investment in US dividend-paying assets by private funds and family offices
  • Family office in the renegotiation of its franchise agreements for retail clothing store businesses throughout Europe
  • Artificial intelligence technology company in its offering and sale of blockchain tokens for use in disintermediating certain advertising activities
  • Large insurance company in strategic seed investments in emerging private equity and venture capital funds
  • Large hedge fund manager in succession planning and design of retention program for senior employees
  • Family office advisor with over $2.5 billion AUM in hedge fund, private equity fund and direct deal investments
  • US family office and related private foundation in substantial investment in European bank aggregation vehicle
  • Broker-dealer in placement agent activities, including diligence of private funds and negotiation of placement agreements
  • Design of murabaha, ijara and other Shari'ah compliant structures for private equity, real estate and hedge fund investments by a Middle East asset manager
  • Private equity fund in workout at par of loan collateralized by emerging markets real estate development portfolio
  • Founder in sale of global fund administrator with over $10 billion of assets under administration
  • Broker-dealer and related funds in design of pre-IPO trading platform for tech stocks and ongoing transaction diligence and negotiation
  • Founder in sale of a boutique broker-dealer to key employees
  • Family office in the acquisition of a group of over 50 franchised sit-down restaurant locations
  • Emerging asset manager in its sale to a strategic investor and subsequent representation of that strategic investor in additional acquisitions, seed investments and other matters
  • Fund of funds manager in succession planning and structured transfer of 80% total ownership interest to key employees
  • Private equity fund manager with over $2.5 billion AUM in the termination and removal of one of its founding partners, including navigation of key person triggers, suspension events and other issues
  • Luxury real estate brokerage firm in its strategic acquisition by a national competitor
  • Credit fund in revolving financing facility to online originator of short-term small business loans
  • Distressed debt fund in syndicated recapitalization of oil tankers with marine operating partner
  • Wealth manager in design of employee co-investment program, employee performance fee sharing program and key employee equity option program
  • Hedge fund with over $1.25 billion AUM in side pocket implementation and subsequent liquidation
  • Placement agent in design of a strategic investment partnership between a large real estate owner/developer and a sovereign wealth fund
  • Large non-US family office in holding company restructuring to minimize various regulatory and tax obligations resulting from its global investment and business activities
  • Credit fund in revolving bridge loan facility for real estate fund focusing on en masse foreclosure purchases
  • International plastics company in supply agreement and secured loan financing to a large downstream customer
  • Large family office in due diligence and negotiation of anchor investments with emerging managers
  • Major foreign-based owner of US real estate in corporate structuring, joint ventures and asset management agreements


Fund Formation:

  • Design and launch of a first-of-its-kind investment fund to provide secondary capital to low income credit unions
  • Structuring and negotiation of over $1 billion private equity program for Middle East wealth manager
  • Formation and ongoing representation of evergreen private equity fund with outstanding capital commitments averaging $400 million
  • Formation of new manager and launch of $300 million structured credit fund
  • Design of managed account platform for global fund of funds with over $25 billion AUM
  • Launch of Fintech-focused hybrid fund
  • Development of managed account platform and establishment of trust company for large global hedge fund manager to diversify into high net worth wealth management business
  • Long/short equity manager with over $3 billion AUM in structuring and launch of hedge funds, long only funds and managed accounts, and ongoing regulatory and corporate advice
  • Formation of a private fund to acquire, curate and sell fine art
  • Structuring and ongoing representation of tax-efficient SPVs for foreign investment in US real estate by various private funds and family offices
  • Various fund managers in side letter negotiations with investors
  • Various fund managers and investment advisers in responses to investor due diligence questionnaires
  • Launch and ongoing representation of Asia-focused fund of funds with sponsorship from several family offices
  • Launch and ongoing representation of hedge fund and manager with seed investment from major financial institution
  • Design and launch of a bank recapitalization fund using a segregated portfolio company and Series LLC structure to manage counterparty risk
  • Middle East asset manager in establishment and ongoing operation of SEC registered office in New York
  • Formation of state-registered wealth manager and transition to SEC registration
  • Launch of hedge fund to trade alongside manager's long-only segregated accounts
  • Large hedge fund manager in sub-advisory services provided to multiple '40 Act funds and UCITS funds
  • Various fund managers in side letter negotiations and investor due diligence questionnaires and responses
  • Establishment of ERISA account managed by non-QPAM and non-SEC registered adviser based in Canada
  • Formation and ongoing representation of family office spinout as a result of intra-family dispute, including transfer of a $250 million private equity and hedge fund portfolio to certain family members
  • Joint venture between fund manager and non-profit to raise Community Reinvestment Act capital for low income housing investment and redevelopment
  • Corporate credit fund and asset backed fund in $700 million structured redemption by bank sponsor due to Volcker Rule
  • Launch of asset backed securities fund sponsored by major re-insurance company to take advantage of 2008 financial crisis stimulus programs
  • Launch of ERISA plan asset fund sponsored by major UK-based debt fund manager
  • Launch of state-registered manager and related asset-backed securities hedge fund
  • Formation of emerging markets real estate fund and manager
  • Creation of advisory agreement and onboarding packet for wealth manager with numerous discretionary and non-discretionary trading accounts
     

Regulatory Advice:

  • SEC registration and compliance under the Investment Advisers Act
  • Form ADV
  • Form PF
  • SEC exemptions for family offices, small private fund advisers, venture capital fund advisers and foreign private advisers
  • CPO/CTA registration exemptions
  • Private fund and related investment company definitional exceptions under the 1940 Act
  • State securities regulation and Blue Sky filings
  • Initial coin offerings and token generation events
  • Conflicts of interest
  • Side letters
  • Trade allocations
  • Expense allocation policies and disclosures
  • Revenue sharing arrangements
  • Valuation policies
  • Performance reporting
  • Trade error policies and compliance
  • Research/expert networks
  • Insider trading policies and compliance
  • Soft dollar policies and compliance
  • Custody rule compliance and audits
  • Privacy and cyber-security policies
  • Business continuity policies
  • Gates, side pockets and other liquidity matters
  • AML/KYC policies and questionnaires
  • FINRA "new issues" compliance
  • Investor communications
  • Due diligence questionnaires
  • Fundraising materials
  • Private offerings, including under Regulation D of the Securities Act
  • Placement agent and "finder" arrangements and compliance
  • Advisory solicitation arrangements and compliance
  • "Bad actor" disclosures and compliance
  • Cryptocurrency and token regulation
  • Crowdfunding, Regulation A+ Offerings and the JOBS Act
  • Periodic reporting under Section 13 of the Securities Exchange Act
  • Bureau of Economic Analysis filings
  • Mutual fund and registered investment company sub-advisory arrangements
  • Panelist, "Smart Contracts: Role of Counsel," Strafford Webinars, October 16, 2019
  • Panelist, "Investment Fund Regulatory Update," Harneys Cross-Border Restructuring Conference, September 24, 2019
  • Guest Speaker, "Legal Perspectives on Investing for Sustainable Impact," Africonomie, September 24, 2019
  • Speaker, "Crypto assets - Understanding the opportunities and risks," Marsh JLT Specialty, July 10, 2019
  • Speaker, "Asset and security tokenization: poised to revolutionize global capital markets?," Consensus Week New York, May 14, 2019
  • Moderator, "Montreal AI & FinTech," Quebec Government Office in New York, April 4, 2019
  • Panelist, "One Block at a Time: Taking Steps Towards a DLT-Based Financial System," Chamber of Digital Commerce, March 7, 2019
  • Panelist, "Preparing for the Robo-Revolution: Arbitrating Smart Contract Disputes," International Institute for Conflict Prevention & Resolution, March 1, 2019
  • Panelist, "Crypto-Assets, Blockchain and Digital Banking," PLI Banking Law Institute, November 30, 2018
  • Guest speaker, "Forming and Organizing the Family Office," Young Presidents' Organization, November 6, 2018
  • Panelist, "How Fintech is Transforming Global Business," Association of Corporate Counsel, October 23, 2018
  • Panelist, "Navigating the Insurtech Revolution," XL Catlin and Norton Rose Fulbright, September 20, 2018
  • Panelist, "Blockchain Technology and Private Equity Financing Transactions," American Bar Association, April 12, 2018
  • Guest speaker, "Initial Coin Offerings: Lessons from the Past Year and a Look Ahead," Chamber of Digital Commerce, March 8, 2018
  • Panelist, "Family offices - structures, regulations and taxes," Norton Rose Fulbright 4th Annual Private Client Symposium, February 28, 2018
  • Panelist, "Regulatory implications of virtual currencies," Americas Regulatory Developments Forum, January 23, 2018
  • Panelist, "Tales from the Crypto: ICOs and other regulatory horrors," Norton Rose Fulbright Seminar, November 1, 2017
  • Panelist, "Government by Executive Order and Presidential Memoranda," Norton Rose Fulbright Financial Services 40-Minute Briefing, March 2, 2017
  • Co-moderator, "Balancing the Conversation: Discussion with Rick A. Fleming, SEC Office of the Investor Advocate," American Bar Association, November 18, 2016
  • Panelist, "Family offices - structures, regulations and transactions," Norton Rose Fulbright 3rd Annual Private Client Symposium, November 1, 2016
  • Moderator, "Best Practices for Using Co-Investment Capital in Private Equity Transactions," Capital Roundtable, July 9, 2015
  • American Bar Association: Chair, Family Office Subcommittee
  • Donors' Forum
  • Managed Funds Association
  • New York Alternative Investment Roundtable
  • New York State Bar Association

Andrew contributes to the greater New York City community as a volunteer in the United States Coast Guard Auxiliary and has served in several elected and appointed positions, including a two-year term as a Flotilla Commander responsible for managing the work of over fifty other local volunteers in the areas of boating safety, environmental protection, and search and rescue.