Thomas A. DeCapo

Thomas A. DeCapo

Partner, Investment Management

Thomas A. DeCapo represents financial services firms on a broad range of investment management industry matters. Mr. DeCapo’s practice focuses on mergers and acquisitions, U.S. and international public and private financings, regulatory and compliance matters, and a variety of general securities and corporate matters in the investment management industry, as well as developing new investment products.


Mr. DeCapo has extensive experience in fund corporate governance matters, including shareholders’ activist challenges. He advises investment company clients on corporate preparedness and in proxy contests. Additionally, Mr. DeCapo 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 recent Rule 23c-3 interval funds and tender offer funds.

Mr. DeCapo has represented clients such as Gabelli, Tweedy, Browne, FMR, BlackRock Funds, Franklin Square, John Hancock, Oppenheimer Funds, U.S. Trust Corporation, Massachusetts Mutual Life Insurance Company, the Van Kampen Funds and Raymond James & Co. Representative transactions include serving as issuer’s or underwriter’s counsel for several innovative registered alternatives strategies (liquid alts), fund of funds and for 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. Recently, 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 matters.

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

Recent Speaking Engagements

  • Featured 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