People / Madelyn Calabrese
Calabrese Madelyn

Madelyn Calabrese

Madelyn Calabrese focuses on the formation of private investment funds and vehicles. She also counsels investment advisers and broker-dealers on a range of matters.

Private investment funds, asset managers, family offices, and financial institutions turn to Madelyn for advice in forming various private equity, real estate, hedge funds, and hybrid structures. She also works with clients to develop multi-investor funds, SMA platforms, funds-of-one, and joint ventures.

Investment managers seek Madelyn’s counsel on the registration of investment advisers at federal and state levels. Madelyn prepares all related documents, including, but not limited to, Form ADV, investment advisory contracts, and policies and procedures. Clients look to her to handle compliance issues and to conduct compliance control reviews, mock regulatory examinations, training sessions, and compliance seminars. Madelyn also represents investment managers in regulatory examinations and enforcement proceedings; counsels on various trading issues; and regularly advises on solicitation, advertising, and marketing matters.

Madelyn’s broker-dealer knowledge is extensive. She forms and licenses broker-dealers with the SEC, self-regulatory organizations, and states, and assists with all aspects of regulatory compliance. Broker-dealers also seek her representation in connection with SEC and self-regulatory organization compliance and regulatory inquiries, prime brokerage and sales and trading matters, investigations, day-to-day operational matters, and examinations and disciplinary/enforcement proceedings.

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  • Selected as a member of the Leadership Council on Legal Diversity (LCLD) Fellows Program, 2014-2015
  • National Society of Compliance Professionals
  • SIFMA Compliance and Legal Society
  • American Bar Association
  • “2024 Regulatory Update for Investment Managers and Private Fund," co-author, HB Client Alert, January 18, 2024.
  • “Private Fund Advisors: Insights on Compliance, Legal and Accounting for the Future,” panelist, Marcum webinar, November 10, 2023.
  • "Haynes Boone Explains Risks and Takeaways from New SEC Rules for Advisers and Private Funds," co-author, HB Client Alert, October 26, 2023.
  • "Private Credit Giants Are Butting Heads Over a Hot New Asset Class,” quoted, Bloomberg, November 6, 2023.
  • “Exploring Current and Evolving Trends to Deepen the Relationships Between LPs and GPs,” speaker, Women's Private Equity Summit, March 2022.
  • "Books and Records: Steer Clear of Compliance Pitfalls," quoted in article, ACA Insight, August 18, 2014.
  • "What you Need to Know About Suitability and Working With Customers," speaker, National Society of Compliance Professionals New York Regional Conference, New York, New York, April 29, 2014.
  • "The Secondary Market for Hedge Fund Interests," speaker, New York Family Office - Private Fund Roundtable, June 12, 2013.
  • "Hedge Fund Marketing Materials and Investment Strategy Drafting," co-presenter, guest lecture for Hedge Funds II: Advanced Drafting class, New York Law School LLM Program, February 5, 2013.


J.D., New York Law School, 2002, cum laude

B.A., Economics and Philosophy, Politics and Law, Binghamton University State University of New York, 1999


New York

Investment Management Alert: Fifth Circuit Strikes Down Entire SEC Private Fund Adviser Rule
June 05, 2024

On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down the private fund adviser rules adopted by the Securities and Exchange Commission (SEC) in August 2023 (the Rule) that would have imposed significant regulatory burdens on private fund advisers and was estimated to cost at least $5.4 billion and require millions of hours of employee time to comply. The court held that the [...]