Gerald A. Francese

Gerald Francese has an extensive corporate and financial regulatory practice. Jerry focuses on mergers and acquisitions, formation and representation of investment funds, including venture, private equity, hedge, BDCs and interval funds, fintech and bank regulatory matters. Jerry’s clients include some of the world’s largest financial services institutions, investment advisers, investment companies, public and private companies and investors.

He helps investment advisers sponsor investment vehicles and separately managed accounts, and has structured and closed numerous seed and growth investments and platforms. Jerry works closely with investors to achieve investment goals and minimize adverse tax consequences.

Jerry’s transactional practice includes domestic and cross-border mergers and acquisitions; private placements; joint ventures; management buyouts; corporate finance, rights and exchange offers; asset transactions; and going-private transactions. Jerry enjoys working on cutting-edge legal issues related to fintech, securities offerings and trading.

Jerry also has extensive experience helping clients with international transactions and international trade compliance, including export and import laws, economic sanctions regimes, country of origin designations, bank secrecy, anti-money laundering and anti-bribery/anti-corruption laws.

International Trade Compliance

• Counseled clients regarding sanctions and export control restrictions
• Conducted ITAR and EAR due diligence as part of an integrated merger and acquisition programs for various U.S. and ‎foreign clients
• Investigated claims of possible violations of the OFAC and Sanctions Regulations
• Assisted clients with FCPA investigations
• Determined Export Control Classification Numbers (ECCN) for various hardware and software products for clients

Insurance/Reinsurance

• Advised insurers to install profit sharing and networking agreements to allow cross selling among licensed producers ‎and broker dealers
• Advised global travel insurer with requirements to provide coverage in sanctioned countries
• Advised life settlements producer to form interval fund ‎
• Advised property and casualty insurer with OFAC compliance matters
• Advised insurer writing coverage for ship and cargo transiting Cuba pursuant to specific OFAC licenses
• Advised property and casualty insurer with LIHTC investments to offset premium tax
• Advised broker/dealer to structure clearing arrangements for insurer account holders
• Advised reinsurers with exposure to aircraft seized in Russia following Ukraine invasion
• Advised reinsurer in conversion to corporation from limited liability company ‎
• Advised numerous insurers to prepare compliance policies