Philip A. Dunlap
Associate, Business Group
T 832-615-4226
F 713-552-1758
pdunlap@boyarmiller.com
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Biography

I joined BoyarMiller's Business Group in April 2011. My practice primarily consists of corporate, private securities and real estate transactions as well as serving as outside general counsel in a variety of matters including mergers and acquisitions, financing, employment agreements and raising capital through private offerings. I have represented hedge funds, private equity funds, venture capital funds and real estate funds in their formation, operation and compliance in multiple jurisdictions.

Prior to joining the firm, I worked for several years in a mid-size law firm advising a variety of investment funds and real estate developers on all matters of corporate and real estate transactions. I also served in the General Counsel's office of a large mortgage servicer where I advised the company on securitized mortgages, mergers and acquisitions, joint ventures, SEC reporting issues and a variety of corporate transactions and contracts. Having worked in house gives me a unique ability to understand clients' needs and better serve each client with their business goals in mind.

Representative Matters

  • Represented a Houston-based investment fund in connection with the development of a new restaurant in Houston.
  • Represented a real estate investment advisor in the creation of a $50 million private investment fund focusing on the purchase of pools of distressed real estate properties.
  • Represented a Dallas based multi-family REIT in a series of mezzanine loans totaling over $120 million for eight different multi-family and mixed use developments.
  • Represented a Dallas based fund-of-funds and investment advisor in the placement of over $100 million in private equity funds for a variety of institutional investors and public pension plans.

Education

  • JD, Southern Methodist University Dedman School of Law
  • BBA, Baylor University (cum laude)

Affiliations

Community

 

Representative Matters

  • Represented a Woodlands-based company in the acquisition of an oilfield services company based in the South Texas Eagle Ford Shale Formation.
  • Represented a Houston-based private equity fund in the acquisition of an independent coil and air handler manufacturer.
  • Ongoing representation of a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund's formation, capitalization and investments
  • Ongoing representation of a Houston-based mezzanine fund in its acquisition, financing and sale of interests in various portfolio companies.
  • Represented UK-based companies in connection with their global expansion into the United States and formation of US based subsidiaries
  • Represented a Houston-based real estate acquisition and development company in connection with a retail development in Bellaire, Texas.

Alerts

Dodd-Frank Act Imposes Filing Obligations on Exempt Reporting Advisers
by Philip A. Dunlap
November 7, 2011

The Dodd-Frank Act provides for private fund advisers certain exemptions from registration with the Securities and Exchange Commission (SEC).  The most relied upon exemptions are for private fund advisers that (i) advise solely venture capital funds or (ii) advise solely private funds having less than $150 million aggregate assets under management. 

However, the SEC has issued a rule that requires these "exempt reporting advisers" to file a limited Form ADV by March 30, 2012, including all associated filing fees.  The form can be found at http://www.sec.gov/about/forms/formadv-part1a.pdf.

Exempt reporting advisers must also file sections of Schedules A, B, C and D of the Form ADV.

Additionally, the SEC will require exempt reporting advisers to file amendments to its Form ADV at least annually, within 90 days of the end of the adviser's fiscal year and more frequently if required by the instructions to the Form ADV (such as updating identification information, form of organization and any disciplinary information).

As a result of these new requirements, it is recommended that exempt private fund advisers begin to operate as if they were subject to the SEC reporting requirements.  They should conduct their business with the understanding that all of the information required to be included in their Form ADV will become public knowledge upon filing the Form ADV.

If you have questions about the Form ADV and the information necessary to disclose, please contact us.


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