Ira Phillip Kustin is a partner in the Investment Management practice and is based in the firm’s New York office. Mr. Kustin focuses his practice on advising sponsors of, and investors in, complex hedge, private equity and credit funds, and regularly counsels private fund advisers on international investment platforms including in Europe, Asia, and Latin America. His clients range from market-leading global asset managers, to startups, mid-sized, and larger managers.
Mr. Kustin has extensive experience counseling established, global investment advisers as well as start-up managers in most aspects of their operations and regulatory compliance matters. He advises investment fund managers faced with complex restructurings, succession planning, crisis/conflict resolution, and consent solicitations. His practice includes advising clients on the structuring of arrangements between investment managers’ principals, seeding transactions, co-investment and secondary transactions, and LP-side investments in private funds.
- The Legal 500, Investment Fund Formation & Management—Alternative/Hedge Funds (2021)
- Chambers USA, Mergers & Acquisitions: Private Equity (2021)
- New York University School of Law, J.D., 1999
- University of Cincinnati, B.A. (magna cum laude), 1996
Mr. Kustin’s recent representations include:
- all aspects of the structuring, formation and closing of hedge, private equity, and hybrid investment funds
- counseling private fund advisers in connection with international investment platforms with a particular focus on Europe, Asia, and Latin America
- assisting managers with fundraising from a global institutional investor base in conjunction with international offices throughout the firm and local counsel in select jurisdictions
- advising fund managers regarding non-U.S. registration, reporting, and compliance matters in conjunction with local counsel
- providing advice to non-U.S. investment advisers regarding U.S. private offerings, SEC registration, and related matters
- negotiation of "platform" arrangements between private fund managers and commercial banks, placement agents, and similar parties
- private tender offers for interests in unregistered investment funds
- negotiation of managed account arrangements and "single-investor" funds
- registration of investment advisers under the Investment Advisers Act of 1940
- counseling advisers in connection with various forms of inquiries and examinations by the SEC and other regulators
- structuring and negotiation of economic and governance arrangements among fund manager principals
- implementation of "carry plan" documentation and other incentive arrangements
- secondary market transactions involving hedge and private equity fund interests
- Hedge Fund Law Report, "Paul Hastings Attorneys Discuss Fund Governance and Management, Valuation and Line of Credit Issues Arising Out of the Coronavirus Pandemic (Part One of Two)," June 4, 2020
- Hedge Fund Law Report, "Paul Hastings Attorneys Discuss Issues for Open‑End, Closed‑End and Registered Funds Due to the Coronavirus Pandemic (Part Two of Two)," June 11, 2020
- Hedge Fund Law Report, "Suspending Withdrawls: The 2008 Crisis Versus the 2020 Pandemic (Part One of Three)" – Discussing the differences between the 2008 financial crisis versus the 2020 pandemic in the context of hedge fund withdrawal suspensions.
- Paul Hastings – What Matters Podcast, "Hedge Funds and Other Private Open-End Funds" – Interviewed regarding the COVID-19 outbreak, how the crisis has impacted hedge funds and other private open-end funds, and what clients need to know.
- Secondaries Investor, "Paul Hastings: Dealing with the denominator effect and LP defaults" – Authored an article on dealing with the denominator effect and LP defaults. The article notes that GPs should be aware of right of first refusal clauses and PTP issues when processing transfer requests from LPs brought about by the COVID-19 crisis.
- Hedge Fund Law Report, "How Private Fund Managers Can Prepare for a Potential Downturn" – Authored an article that discusses various issues of which private fund managers must be aware in the event of a potential economic downturn.
- Law 360, "SEC Case Opens Door For Investor Whistleblowers" – Authored an article that discusses the application of Rule 21F-17 of the Securities Exchange Act by the SEC outside the context of the traditional employer-employee relationship.
- Law360, "SEC Push To Expand Access To Private Offerings Could Grow"- Quoted in an article on the SEC’s proposal to add certain measures of sophistication to the definition of an accredited investor. "The addition of the ‘knowledgeable employee’ prong to the definition of accredited investor is particularly helpful for certain affiliates of investment managers who possess a level of sophistication with regard to the investment management industry but can’t meet the income or net worth test under the existing rule."
- Hedge Fund Law Report, "Is the Advertising Rule Obsolete?" – Quoted in a two-part series about Rule 206(4)‑1 (also known as the "Advertising Rule") under the Investment Advisers Act of 1940 and the SEC’s approach to regulation.
- Bloomberg, "Tax Haven Crackdown Catches Asia Hedge Funds in Its Crosshairs"- Noted in an article about a new rule introduced by the Cayman Islands which requires companies within its purview to maintain an "economic substance" in the territory.
"The rule probably won’t see hedge funds abandon Cayman Islands completely. Managers will continue to incorporate their funds and management entities there because of the regulatory ease of setting up, low startup and maintenance costs, as well as the abundance of service providers from law firms to auditors who are familiar with the industry."
- Law360, "What To Know About PE Funds' Subscription Credit Facilities"- Mentioned in an article focused on short-term loans designed to bridge the gap when funds need more capital for investment.
"Typical provisions will address a number of issues. Those issues include what proceeds from borrowings under the facility will be used for, how long amounts drawn on the facility are expected to be outstanding, and the pledge of each investor’s interest in favor of the lender, among others."
- FundFire, "Investor Group Aims to Tame Private Equity Fees, Conflicts"- Quoted in an article highlighting the latest version of the Institutional Limited Partners Association (ILPA) guidelines for fund manager-investor relationships.
"The level of detail in the new release reflects the evolution of the typical LP-GP relationship. The information you might have included in a capital call notice 10 years ago is very slim compared to what investors are asking for now."
- Paul Hastings Advises on Formation of Sandbrook Capital to Invest in Entrepreneurs Building a Low-Carbon Future - November 3rd, 2021
- Paul Hastings Ranked as Top Three Firm for New Rankings and Recognized for Numerous Practice Strength and Growth in Chambers USA 2021 - May 21st, 2021
- Private Equity Growth Continues at Paul Hastings with Hire of Transatlantic Team in London and Washington D.C. - July 17th, 2019
- Private Equity Push, Silicon Valley Surge Continue for Paul Hastings with Addition of PE Partner, Co-Chair of Israel Practice - March 5th, 2019
- Paul Hastings Continues Corporate Growth Hot Streak, Adding Top Tech M&A Team in Silicon Valley - February 22nd, 2019
- Paul Hastings Further Strengthens Funds Focus with Addition of Asset Management Partner in New York - November 27th, 2018
- SEC Adopts New Rule for Fund of Funds Arrangements - October 20th, 2020
- SEC Amends Definition of “Accredited Investor” and “Qualified Institutional Buyer” - September 17th, 2020
- SEC Proposes Modernizing Fund Valuation Practices - April 27th, 2020
- SEC Adopts Offering Reforms for BDCs and Registered Closed-End Funds and Issues a Temporary Exemptive Order - April 13th, 2020
- PH COVID-19 Client Alert Series: Debt Buy-Backs in Covid-19 times - March 26th, 2020
- PH COVID-19 Client Alert Series: Regulatory and Practical Issues Facing Registered Investment Companies and Investment Advisers - March 17th, 2020
- PH COVID-19 Client Alert Series: Issues for Private Fund Managers in the Age of COVID-19 - March 17th, 2020
- SEC Proposes to Modernize Regulation of the Use of Derivatives by Registered Investment Companies - December 9th, 2019
- SEC Proposes to Modernize the Advertising and Cash Solicitation Rules for Investment Advisers - November 25th, 2019
- The SEC Clears the Path for Investors as Potential Whistleblowers: Greater Scrutiny May Be on the Horizon During Regulatory Examinations - November 21st, 2019
- SEC Adopts Long-Awaited "ETF Rule" - October 2nd, 2019
- The Time to Think About Debt Restructuring? Going into a Deal - September 17th, 2019
- The GFC: 10 years on - September 9th, 2019
- SEC Publishes New Proxy Voting Guidance - August 27th, 2019
- SEC Adopts Amendments to Auditor Independence Rule - June 24th, 2019
- SEC Adopts Rules & Interpretive Guidance Designed to Enhance and Clarify the Obligations of Financial Professionals - June 13th, 2019
- Private Debt Should Soften, Not Exacerbate, the Next Downturn - June 13th, 2019
- SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act - February 6th, 2019
Engagement & Publications
- Co-Host, "Current Issues for Fund Managers in Light of the COVID-19 Pandemic," Paul Hastings/Women in Funds Webinar, April 30, 2020
- "The 2020 SEC Examination Priorities Relevant to Private Funds," Talks on Law, February 2020
- "‘A Shift in Funds’ – Trends in the private funds market," Talks On Law, January 2020
- "Private Fund Management During the Pandemic: Investment, Distribution, Governance, and Fund Finance Concerns," Strafford Webinar, June 4, 2020
- Featured Speaker, "U.S. Regulatory Workshop for Asian Hedge Fund Managers," Bank of America Merrill Lynch Seminar, Hong Kong, May 2019
- Panelist, "US Regulatory Developments," Maples Investment Funds Forum, Grand Cayman, February 2019
- Presenter, "Common Compliance Pitfalls," AIMA Fund Manager Briefing, New York, April 2018
- Panelist, "The Changing U.S. Regulatory and Tax Landscape," AIMA APAC Annual Forum, Hong Kong, March 2018
- Featured Speaker, "U.S. Regulatory Refresh for Asian Hedge Fund Managers," Bank of America Merrill Lynch Seminar, Hong Kong, October 2017
- Panelist, "Operational Due Diligence," 3rd Annual Offshore Investment Funds Summit, São Paulo, September 2013
- Moderator, "Global Hedge Fund Investing," Latin Markets Hedge Fund Forum, Rio De Janeiro, March 2013
- Panelist, "Implications of Registration Under the U.S. Investment Advisers Act," Latin Markets Hedge Fund Forum, Rio De Janeiro, March 2012
- "Key Issues for Managers of Private Investments Funds During the COVID-19 Era," Review of Banking and Financial Services, September 2020
- Author, "How Fund Managers May Address End-of-Life Issues in Closed End Funds," Hedge Fund Law Report, January 2019
- Author, "Beyond the Master-Feeder: Managing Liquidity Demands in a More Flexible Fund Structures", Hedge Fund Law Report, May 2017
- Author, "Enforcement Actions by the SEC – Cases from 2015 Provide Guidance for Private Fund Advisors", Asset Management Intelligence, February 2016
- Author, "What To Do Before You Hang Out a Shingle", The Deal, January 2010
- Author, "Stars in Transition: A New Generation of Private Fund Managers", Hedge Fund Law Report, January 2010
- "Innovation and Imagination Applied to Hedge Fund Performance Payments", Hedge Fund Law Review, November 2009
- Author, "Hedge Fund Manager Compensation", Hedge Fund Law Report, April 2009