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David R. McCandless

Fax +1.412.355.6501
Mr. McCandless practices in the firm's Investment Management, Hedge Funds and Alternative Investments practice. His core practice focuses on assisting sponsors with structuring and formation, closing, acquisition, sale, regulatory compliance, and ongoing operations of open and closed-end registered investment companies, hedge funds, private equity funds, and exchange traded products. Mr. McCandless has experience counseling investment advisers on investment adviser regulation, as well as sponsors with respect to the structuring and operation of separately managed account platforms. He regularly assists clients on related corporate and regulatory matters, including contract negotiation, compliance with federal securities laws, obtaining SEC no-action and exemptive relief and preparing compliance policies and procedures. He counsels clients on ERISA fiduciary compliance, including analyzing issues under the QPAM exemption.

Prior to K&L Gates Mr. McCandless also assisted clients with general corporate matters, securities offerings and securities law compliance, private placements, and various merger and acquisition transactions, including asset deals, stock deals, mergers, spinoffs, and joint ventures.

Professional Background

Prior to joining the firm, Mr. McCandless was an investment management attorney at an international law firm. In addition, he was a judicial clerk for the Honorable Lisa Pupo Lenihan, Chief U.S. Magistrate Judge for the United States District Court for the Western District of Pennsylvania.

Professional/Civic Activities

  • Pittsburgh Venture Capital Association
  • Association for Corporate Growth
  • Susan G. Komen for the Cure, Grants Committee
  • Allegheny County Bar Association, Membership Committee

Speaking Engagements

  • “Mandates Beyond the Advisers Act: Anti-Money Laundering, ERISA Compliance and ’34 Act Section 19 Reporting for Advisers,” Presenter, NRS and the Investment Advisers Association webinar (April 18, 2017).
  • “The Use of Social Media by Asset Managers”, Presenter, K&L Gates Investment Management Conference, Washington, DC (November, 2016)
  • “New Technology and the Practice of Law,” Co-leader, American Inns of Court: W. Edward Sell Chapter (Recommended for Program Awards) (January 2013)
  • Counseled exchange traded fund and mutual fund complexes with respect to Investment Company Act compliance, including preparation of Form N-1A disclosures, proxy filings, N-CSR, and related regulatory disclosure matters. Researched and prepared responses to SEC disclosure comments.
  • Counseled sponsor of novel exchange traded products, including assisting the client through the SEC new product review process involving discussions with the staffs of the Divisions of Investment Management, Corporation Finance, Trading and Markets and Economic Research and Analysis, the registration of product offerings and researched and prepared responses to SEC comments.
  • Represented a US private equity fund complex with aggregate capital commitments totaling over $65 billion in closing its fifth real estate opportunity fund.
  • Counseled a multi-state public and private sector visioning project and its regional site development fund on private fund and private adviser exemptions from the Investment Company Act of 1940 and the Investment Advisers Act of 1940.
  • Represented a multi-boutique investment management business with $1.6 trillion in assets in its acquisition of a U.S.-based fixed income and solutions specialist with a 20-year track record and approximately $22 billion in assets under management.
  • Counseled mutual fund complexes with respect to Investment Company Act, Money Market Fund Reform, and Municipal Investment Adviser compliance, including preparation of disclosures and compliance with N-1A, proxy filings, N-CSR, and related regulatory disclosure matters. Researched and prepared responses to SEC comments with respect to Form N-1A registration statements, annual reports and other regulatory disclosures. In connection with representation of fund sub-advisors, drafted and negotiated language for incorporation into disclosures with respect to client’s mandate.
  • Counseled boards of directors and audit committees regarding board and corporate governance matters including 1934 Act reporting and compliance, shareholder proxy, audit committee oversight, removal of board members, and independent board member duties and liability.
  • Drafted and negotiated advisory agreements for SMAs, sub-advised portfolio management, and discretionary wrap fee portfolio management. Drafted and negotiated advisory agreements in connection with providing non-discretionary model portfolio services through overlay management/turn key asset management programs.and marketing and service provider agreements on behalf of sponsors, advisers, and service providers to SMA platforms, including UMAs and TAMPs.
  • Counseled investment advisors with respect to Investment Advisers Act, blue sky law compliance, and other adviser regulatory matters. Counseled hedge funds and private fund advisors on structuring, formation and regulatory compliance. Prepared governing documents, drafted private placement memoranda, and assisted with respect to structuring of private securities offerings.
  • Advised broker dealers with SRO and SEC regulatory compliance, including preparation and filing of Form BD. Drafted and negotiated mutual fund distribution agreements, fee sharing arrangements, and related service provider agreements. Advised $50B Chinese fund complex and US distributor affiliate on SEC and FINRA rules in connection with initial market entry into the United States.
  • Negotiated and drafted purchase agreements in connection with public and private M&A deals for broker dealers and investment advisors. Counseled broker-dealers, registered investment advisers and hedge fund managers with respect to regulatory aspect of deals, including SEC and FINRA compliance, public disclosures, and track record portability.