Thomas A. DeCapo

Thomas A. DeCapo

Partner, Investment Management

Thomas DeCapo represents financial services firms in a broad range of investment management industry matters. His practice focuses on registered and private funds, mergers and acquisitions, public and private financings, regulatory and compliance matters, and a variety of general securities and corporate matters in the investment management industry.


Mr. DeCapo is a leader in the fund corporate governance sector, including shareholder activist challenges, and is a frequent speaker on the topic. He advises investment company clients on corporate preparedness and in proxy contests. He also has extensive experience structuring new investment products for retail investors, and advises investment advisers and broker-dealers on securities law issues concerning cryptocurrency products and investing. Mr. DeCapo structures specialized retail private equity acquisition vehicles and advises specialized companies on deregistering under the Investment Company Act into more flexible holding company, REIT and finance company business models. Additionally, he has been a leader in structuring periodic liquidity (interval) funds, having advised on one of the first-ever continuously offered tender offer closed-end funds, and on many Rule 23c-3 interval funds and tender offer funds.

Representative transactions include serving as issuer’s or underwriter’s counsel for several innovative registered alternatives strategies (liquid alts), fund of funds and public “venture capital” funds; serving as collateral manager or deal counsel for CBOs and CLOs; serving as buyer’s or seller’s counsel in connection with the purchase or sale of investment management businesses; and counseling a variety of technology and internet-based financial services firms in connection with investment company, investment adviser and broker-dealer matters. He has structured permanent capital private equity vehicles designed to acquire control of and operate private companies, and to distribute, exchange and list their own shares without becoming required to register under the Investment Company Act.

He also counsels on a wide variety of investment company, investment advisory and broker-dealer regulatory matters.

Mr. DeCapo has been listed in Chambers USA and The Best Lawyers in America as one of the country’s leading mutual funds lawyers.

Recent Speaking Engagements

  • Speaker, “Advisers Act & 1940 Act Considerations for Digital Asset Investing.” Crypto Currencies/Digital Assets — Regulatory Considerations presentation, March 22, 2021
  • Speaker, Investment Company Institute Closed-End Investment Company Meeting, November 12, 2020
  • Speaker, “Closed-End Fund Activism — Implementing Fund Defensive Measures,” 2020
    Investment Company Institute Closed-End Fund Conference, November 5, 2020Featured guest, discussing how control shares statutes relate to closed-end funds, NAVigator podcast, September 4, 2020
  • Panelist, “Recent Development in Corporate Governance & Activism in CEFs,” Active Investment Company Alliance Summer Summit, August 13th, 2020
  • Presenter, “Investment Management Industry Developments,” webinar hosted by Skadden, Arps, Slate, Meagher & Flom LLP, February 13, 2020
  • Moderator and Speaker, “Responding to Shareholder Proposals: What to Do When Activists Come Knocking,” 2019 Investment Company Institute Closed-End Fund Conference, New York, November 7, 2019
  • Presenter, “Shareholder Activism Update,” Investment Company Institute Closed-End Funds Committee Annual Meeting, November 6, 2019
  • Discussion Leader, “Shareholder Activism and Interval Fund Considerations for Independent Directors,” Closed-End Fund Break-Out Session, Independent Directors Council — Fund Directors Conference, October 22, 2019
  • Speaker, “Current Issues for Asset Managers,” SIFMA Boston Regional Seminar, May 21, 2019



  • J.D., University of Illinois College of Law, 1987 (magna cum laude, Law Review)
  • B.S., University of Illinois, 1984


  • Massachusetts

Thomas A. DeCapo

Partner, Investment Management