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Jay Baris
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Jay Baris, chairman of the Investment Management Practice, Morrison Foerster
As counsel to the board of the Old Mutual Funds, Baris worked hand in hand with Chairman Kent Moore and the other three independent directors throughout 2011 as they considered parties interested in acquiring Old Mutuals U.S. mutual fund assets. The board, with Baris help, hired an independent consultant to help it evaluate early offers and perform due diligence on the deal that ultimately came to fruition: Touchstone Investments acquisition of Old Mutuals 17 funds - representing $2 billion - which was announced in early October and is expected to close in the second quarter. Baris counseled Moore and the other independent directors on their role in the transaction and was instrumental in maintaining an open dialogue between the board and management in order to ensure relations between the two parties were cordial and productive throughout the sometimes tense process. The process, which will result in none of the Old Mutual board members moving over to he Touchstone board, involved multiple calls between Moore and Baris on weekends and after hours to hash out what-if scenarios and various legal questions surrounding the complicated deal. Baris responded to the boards desire to ensure shareholders were treated fairly, while also making sure management of the fund complex wasnt alienated.
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Sander Bieber
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Sander Bieber, partner, Dechert
Biebers multi-year efforts to transform The MainStay Funds complex from distinct clusters overseen by three separate boards to a single complex of funds overseen by one board culminated in 2011. As counsel to the surviving board, Bieber was the legal architect of this restructuring, overseeing a multi-faceted and complicated effort that included:
- harmonizing fund organizational documents and contractual arrangements;
- consolidating separate and unique fund policies and procedures;
- fund reorganizations and liquidations;
- a fund group adoption and separate lift-out of a portfolio management team;
- obtaining a Securities and Exchange Commission exemptive order and no-action assurances;
- making the boards 15(c) process more efficient; and
- preparing proxy materials involving management contract adjustments, modifications to investment objectives and policies, and the election and appointment of board members.
In addition to the legal paperwork, Bieber provided advice to the newly integrated board of trustees throughout and helped the directors modernize the boards governance infrastructure, policies and procedures. At the same time, Bieber was instrumental in helping the board manage a comprehensive review of new arrangements with eight unaffiliated sub-advisors, assisted in the organization and registration of a new registered fund of hedge funds and provided valuable insight and assistance to the board as it revamped its process for overseeing riskan effort that resulted in the creation of a new Risk and Compliance Oversight Committee.
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Christopher Palmer
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Christopher Palmer, partner, Goodwin Procter
Palmer assisted the independent directors of The Hartford Mutual Funds navigate their legal and fiduciary responsibilities through a number of challenges in 2011, including the launch of three new funds, the sale of a closed-end fund, and the consolidation of all of The Hartford funds under a single sub-advisor, Wellington Management. At the same time, the board was grappling with performance issues with some of the top funds in the complex, bigger-than-expected outflows, and market rumors about the fund family. Palmer made himself available to the board, adjusting his calendar to accommodate extra meetings - the board met more times in 2011 than it had in any of the past 15 years - ensuring the trustees understood their responsibilities, and working through gray areas to make sure the directors stayed the course with regard to serving fund shareholders. In collaboration with management, Palmer worked with the board to make certain that the move to Wellington - which already was the sub-advisor of The Hartfords equity funds - would benefit shareholders, who will see immediate fee reductions for some funds and can anticipate lower fees on others over time. Palmer is responsible for creating a common ground between the independent directors and management that enables both to work through the many complex issues facing The Hartford.
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Gregory Sheehan
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Gregory Sheehan, partner, Ropes & Gray
Sheehan has worked tirelessly for the past two years assisting the board of Pax World Funds in getting up to speed on all the legal, regulatory and operational processes involved with launching a family of exchange-traded funds. In 2011 the open-end mutual fund provider launched the second in its line of ETFs devoted exclusively to a sustainable investing approach, the Pax MSCI EAFE ESG Index ETF. Sheehan also assisted the independent directors in choosing a new transfer agent, managing a full request-for-proposal and search process that should lead to substantial savings and improved services for fund shareholders, and guided the board through a transition to all-electronic board books and materials. Under Sheehans advisement, the board restructured and streamlined its meetings and committee structures, an effort that included expanding sub-advisor oversight as the number of sub-advisor relationships grew with the introduction of the new ETFs and embellishing the 15(c) contract review and approval process. Additionally, Sheehan was proactive in advising the Pax World trustees to address risk management issues regarding the firms securities lending program and potential collateral and money market exposure related to the European debt crisis.