Peters Miller

Kat Peters-Miller

Counsel

Peters Miller

Areas of Expertise

Kat Peters-Miller is a skilled and steady attorney to investment advisers, providing strategic counsel to clients navigating complex investment fund and securities regulations.

With a deep focus on private funds, Kat advises on the wide range of regulatory issues affecting domestic and offshore private fund managers, helping clients manage risk and optimize growth opportunities in a constantly evolving regulatory landscape. She has extensive experience in fund formation that spans hedge, venture capital, private equity, fund-of-funds and hybrid private funds.

Kat advises clients on all aspects of the lifecycle of an adviser’s business, including formation, registration, operations, M&A transactions, seeding arrangements, separately managed account agreements, business continuity planning and ongoing compliance. She enjoys working with emerging managers and regularly advises on various exemptions and structure considerations that are key to starting an investment adviser firm. Kat also specializes in helping advisers comply with overlapping state and federal data privacy regulations and ensuring registered investment advisers conform their marketing materials to the SEC’s nuanced advertising rules.

Prior to becoming Counsel at Shartsis Friese in 2022, Kat worked with many institutional investors in the Asset Management and Investment Funds practice at K&L Gates, learning the needs of governmental plan investors and educational endowments, experience that has helped her advise clients on secondary fund transactions, including the purchase or sale of private fund interests, side letter negotiations and co-investment terms.

Beyond investment funds, Kat’s legal experience includes corporate M&A transactions and other general business counseling, which gives her a unique insight when helping investment advisers with employment agreements, cybersecurity and data privacy, strategic planning considerations and business negotiations.

Experience

  • Represented an emerging hedge fund manager with the launch of its investment advisory firm and funds, one of which involved Internal Revenue Code considerations due to a majority-investment by a tax-exempt retirement plan.
  • Collaborated with British Virgin Islands counsel regarding an emerging digital asset manager’s start-up and launch of a non-U.S. firm focused on cryptocurrency derivative products.
  • Counseled a biotech investment-focused adviser’s launch with nearly $400 million in assets under management, including negotiating side letters with university endowments.
  • Represented a fund-of-fund adviser with the launch of new investment products that use an online subscription process for a more streamlined and modern investment subscription experience.
  • Advised an emerging manager on the launch of its first SPV in a sustainable metal extraction company, featuring negotiation of the portfolio investment terms and compliance counseling regarding the advisory firm’s own launch.
  • Represented an emerging venture capital fund manager with the launch of its firm focused on investments in longevity-focused, early-stage companies.
  • Represented the launch of a Washington-based investment adviser firm focused on Asian equities with a cross-border private fund structure, involving collaboration with Cayman Islands attorneys.
  • Advised a venture capital fund manager on the launch of a Delaware series limited partnership structure to streamline the launch of multiple funds targeting venture investments in artificial intelligence and other technologies.
  • Counseled a N.Y.-based private equity firm with $430 million in assets under management on the closing of their second private equity fund, involving side letter negotiations with institutional investors and family offices.
  • Assisted Shartsis Friese attorneys across multiple practice groups with a private equity manager’s $2 billion estate in the disposition of interests in private equity funds with holdings in China, India, Vietnam, Cayman Islands and the U.S.
  • Represented a fund-of-funds firm with over $30 billion under management in the sale of a variety of fund interests in secondary transactions to U.S. and global buyers.*
  • Counseled an international pension fund managing over $40 billion in assets with respect to the evaluation of U.S. venture fund investments and side letter negotiations.*
  • Advised a Brazilian alternative asset manager with approximately $1.4 billion in assets under management on the launch of a fund focused on credit recovery, real estate and other distressed asset strategies using a complex master-feeder structure to accommodate tax-exempt and high-net-worth investors from a variety of jurisdictions.*
  • Represented an investment adviser in the sale of an investment management firm with over $2.7 billion in assets under management.*

  • Counseled dozens of investment adviser firms on updating their compliance manuals for regulatory changes, reviewing their marketing materials for compliance with SEC rules or negotiating placement agent agreements.
  • Advised various investment adviser firms navigating changes to their privacy policies, website terms of use and data management practices in response to the passage of the California Consumer Privacy Act (CCPA) and related regulations.
  • Counseled an investment adviser firm with over $9 billion in assets under management and with thousands of separately managed account clients on the adoption of various compliance policies and procedures to conform to requirements for texting clients and prospects under the Telephone Consumer Protection Act (TCPA).
  • Represented various investment adviser firms with drafting or updating their separately managed account agreements in response to SEC guidance and other considerations.

  • Assisted, as part of a cross-department legal team, a retail outlet with hundreds of stores in a merger with a publicly traded company for $425 million.
  • Assisted, as part of a cross-department legal team, a global energy conglomerate with the purchase of a surface mining manufacturing company in a transaction worth approximately $1.28 billion.*
  • Counseled a publicly listed waste management company with a market cap of $47.44 billion in the acquisition of dozens of other companies and facilities.
  • Represented various startups and emerging growth companies with asset sales, mergers, private equity acquisitions and roll-ups, as well as other corporate restructuring activities.

  • Represented various non-profit associations with entity formations, applications for tax exempt status and nonprofit corporate governance matters.
  • Represented the Pink Phoenix Dragon Boat Racing Team of breast cancer survivors with respect to nonprofit corporate governance matters.

Activities

  • American Bar Association, Business Law Section – Federal Regulation of Securities
    • Co-Vice Chair of the Subcommittee on Private Funds, 2025 – present
  • Oregon Bar Association – Business Law and Securities Regulation Sections
    • Member of the Executive Committee of the Securities Regulation Section of the Oregon State Bar Association, 2024 – present
  • Portland Alternative Investment Association
    • Director on the Board of Directors & Pro Bono Counsel, 2018 – present
  • Portland Women in Investment Management
    • Member and Pro Bono Counsel, 2021 – present
  • Help for Children, San Francisco
    • Planning Committee Member for PE/VC Cares, an annual art battle fundraiser for the prevention and treatment of child abuse, 2022 – present
  • University of California Law San Francisco Alumni Mentor Program
    • Volunteer Attorney Mentor, 2021 – present
  • Clackamas County Water Environment Services Advisory Committee, Oregon, 2020 – present
  • Oregon Women Lawyers – Dragonflies, Dragon Boat Racing Club Team, 2019 – present
  • University of California Law San Francisco, Startup Legal Garage
    • Volunteer Supervising Attorney, 2015-2017
  • Association of Women in Alternative Investing, San Francisco
    • Secretary and Steering Committee Member, 2014-2017
  • Washington Bar Association – Business Law Section
  • California Bar Association – Business Law Section

Speaking Engagements

Notable Speaking Engagements

  • “Opportunity Zones,” moderator, CFA Society and Portland Alternative Investment Association Annual Educational Event; Nov. 2019

Publications

Additional Publications

  • “Business Succession Planning: Strategies for California Estate Planners and Business Attorneys,” chapter coauthor, Continuing Education of the Bar (California); Aug. 2016