A former senior member of the Investment Management Division of the Securities and Exchange Commission, David Nicolardi is Counsel in Simpson Thacher’s Investment Funds Practice. Based in the Firm’s Washington, D.C. office, David focuses on complex regulatory and transactional matters involving investment advisers and regulated funds, including providing clients with practical and creative solutions to regulatory, compliance and enforcement issues. David advises a broad range of asset management firms on the operation and formation of investment funds, including private funds, interval funds, listed closed-end funds, business development companies, and mutual funds.
David was formerly a Branch Chief with the SEC’s Division of Investment Management in the Office of Chief Counsel. In this role, David supervised several attorneys handling applications for exemptive relief and requests for no-action letters, provided legal guidance regarding investment company and investment adviser regulation and status issues and assisted with the drafting, adoption and implementation of the investment adviser marketing rule. He also served as Senior Counsel in the Enforcement Liaison Office in the SEC’s Division of Investment Management, where he counseled SEC Division of Enforcement staff on investigations of investment advisers and investment funds, including investigations involving private fund advisers’ fee and expense allocations, valuation practices, and compliance programs. David began his SEC tenure in the SEC’s Office of Credit Ratings, which is responsible for regulating credit rating agencies that are registered with the SEC (NRSROs). He helped establish the Office of Credit Ratings’ exam program, and collaborated extensively with the Division of Enforcement on multiple investigations and actions involving NRSROs.
Experience prior to joining Simpson Thacher includes representing:
- Led a registered investment adviser’s compliance with advertising, custody and pay-to-play rules, administered its code of ethics and completed its Form ADVs and other SEC filings.
- Led certain SEC Division of Investment Management staff handling exemptive relief applications and no-action letter requests, and provided legal guidance regarding investment company and investment adviser regulation and status issues and the investment adviser marketing rule.
- Counseled SEC Division of Enforcement staff on investigations of investment advisers and investment funds, including investigations involving private fund advisers’ fee and expense allocations, valuation practices and compliance programs.
- Helped build the SEC’s Office of Credit Ratings exam program, and collaborated extensively with the Division of Enforcement on multiple investigations and actions involving SEC-registered credit rating agencies.
Prior to joining Simpson Thacher, David served as a senior compliance officer at a registered investment adviser with over $130 billion in client assets in separately managed accounts, private funds and registered funds. David had primary responsibility for reviewing this investment adviser’s advertising materials, overseeing its compliance with the custody rule and pay-to-play rules, administering its code of ethics and completing its Form ADVs and 13F, 13G and 13H filings.
David began his legal career at a large multinational law firm, where he represented asset management firms in regulatory and enforcement matters and regarding complex financial products.
David received his J.D. from Columbia Law School in 2005, where he was a James Kent Scholar (2003-2004) and a Harlan Fiske Stone Scholar (2004-2005) and served as a Managing Editor of the Columbia Journal of Transnational Law. David earned his B.A. in Political Science from The George Washington University in 2002. He is admitted to practice in Washington, D.C. and New York, and holds the Chartered Alternative Investment Analyst (CAIA) certification.