David Nicolardi

About David Nicolardi

David is counsel in our Private Funds and Secondaries and Private Capital practices based in our Washington DC office. He regularly counsels investment advisers, investment funds and their portfolio companies, and investors on the Investment Advisers Act, the Investment Company Act, and regulatory obligations related to the U.S. Securities and Exchange Commission (SEC).  David advises clients throughout the manager and fund life cycles, including regarding investment adviser registration and investment company status, fund formation and investment adviser marketing, ongoing compliance and operational matters, as well as domestic and cross-border transactions, such as mergers, acquisitions, investments, divestures, carve-outs and joint ventures.  

Prior to joining Freshfields, David was associated with another international law firm, where he counseled investment advisers and investment funds on regulatory matters and mergers and acquisitions, and served as a senior compliance officer at a large investment adviser. David also previously held various roles at the SEC, including serving as Branch Chief in the Division of Investment Management, where he supervised a team of attorneys and provided legal guidance regarding rulemaking activities including the investment adviser Marketing Rule, no-action letters and exemptive applications, and SEC examinations and enforcement proceedings.  

David’s experience entails a wide range of alternative investment strategies and investment products, including buyout, real estate, infrastructure, technology, biotech, consumer goods, private credit, secondaries, and continuation vehicles, as well as separately-managed accounts, business development companies, and retail investment products.  As a result of his combined experiences at law firms, the SEC, and in-house at an investment adviser, David is well-equipped to assess complex regulatory risks and provide clients with practical solutions.

Recent work

• Counsel a multitude of investment advisers regarding implementation of and ongoing compliance with new and amended SEC rules, including the investment adviser Marketing Rule.  Counsel investment advisers regarding marketing materials and presentation of investment performance in accordance with the Marketing Rule.
• Counsel numerous investment advisers and funds regarding SEC exam preparation and SEC exams, as well as SEC investigations.
• Counsel investment advisers and sponsors regarding investment allocation practices and cross trades.
• Counsel exempt reporting advisers and their affiliates regarding operational considerations to maintain ERA status. 
• Counsel entities regarding initial registration as investment advisers.
• Counsel a multitude of investment advisers regarding Form ADV, Form PF, Form 13F, and other regulatory filing obligations.  
• Counsel investment advisers regarding mergers, acquisitions, restructurings, and joint ventures involving other investment advisers and financial institutions, including conducting due diligence, considerations related to obtaining client consent, and regulatory and disclosure issues.  Counsel investment advisers and funds regarding regulatory and disclosure obligations in connection with the acquisitions and divestitures of portfolio companies.
• Counsel investment advisers and funds regarding privacy, cybersecurity, and business continuity disclosures, policies and procedures, and incident responses.  Counsel investment advisers and funds regarding regulatory considerations related to artificial intelligence technologies (“AI”), including acceptable use of AI, investments in AI, and related disclosure considerations.
• Counsel investment advisers regarding organizational structure, compliance programs and activities concerning electronic communication, code of ethics and personal trading, protection of material non-public information and firewalls, and political contributions/pay-to-play rules.
• Counsel investment advisers and funds regarding regulatory and disclosure obligations related to environmental, social, and governance (ESG) activities.