Ranah Esmaili

RANAH ESMAILI focuses her practice on representing private fund managers, registered fund advisers and trustees, investment advisers to individuals and separately managed accounts, and broker dealers in regulatory and government investigations and examinations. She also provides advice and counseling to clients on a wide range of securities regulatory matters, including conflicts of interest and disclosure, fees and expense practices and disclosure, material non-public information, recordkeeping rules, artificial intelligence and Regulation S-P.

Ranah has been recognized by Chambers USA for Nationwide Securities: Regulation: Enforcement (2024–2025). In the 2025 edition, clients praise her legal prowess, commenting that “Ranah has superior expertise in regulatory matters and takes a practical, commercial approach to problem solving.” Another source added that she “Provides great insights and quality feedback. She is extremely responsive and a very good communicator.” Ranah has also been named to the Securities Docket's list of "Enforcement Elite," (2024–2025) which honors securities enforcement defense counsel whom clients trust to handle bet-the-company matters. Ranah is a member of the firm’s global Securities Enforcement and Regulatory practice, which is highly ranked in Chambers USA for Securities Regulation: Enforcement, and was named the “Law Firm of the Year” for Securities Regulation in 2024, 2020 and 2017 by Best Lawyers® Best Law Firms.

Ranah joined Sidley in 2021 from the U.S. Securities and Exchange Commission’s (SEC) Enforcement Division, where she served as assistant director of the Asset Management Unit. In that role, she oversaw investigations relating to the activities of hedge funds, private equity funds, venture capital funds, registered investment companies, separately managed accounts, and their investment advisers. 

Prior to her time with the SEC, Ranah was counsel at a leading global law firm where she represented financial institutions, domestic and foreign corporations, and special committees in civil litigation matters, internal and government investigations, and enforcement matters before the SEC, the Department of Justice (DOJ), and the Commodity Futures Trading Commission.

During her tenure at the SEC, Ranah brought significant and groundbreaking enforcement actions, including first-ever enforcement actions against a digital asset hedge fund manager, and a mutual fund adviser for undisclosed conflicts related to securities lending recall practices. She also supervised an enforcement action resulting in one of the SEC’s largest-ever hedge fund settlements. Ranah also developed and led sweeps and initiatives focused on asset management industry practices, including on issues related to securities lending and ESG disclosures. She also served in multiple policy roles within the Division of Enforcement, including a detail as counsel to the Directors of Enforcement and senior advisor to the Asset Management Unit. Before joining the Asset Management Unit, Ranah conducted investigations relating to conduct by public company issuers, audit companies, and municipal bond offerors.

SEC Investigations

Representative examples of Ranah’s client representations in SEC enforcement investigations include:

Asset Managers

• Private fund manager in SEC investigation concerning disclosure and conflicts related to SPAC investments.
• Private fund managers in SEC investigation concerning Schedule 13 filings.
• Private fund manager in SEC investigation concerning short selling in connection with secondary offerings.
• Private fund manager in SEC and DOJ investigations concerning employee insider trading.
• Private fund manager in SEC investigative sweep concerning custody rule. 
• Independent trustees of registered funds in investigation concerning fees and expenses.
• Investment adviser in SEC enforcement action related to compliance review for reverse churning.
• Investment adviser in SEC investigation related to best interest analysis for recommendations.
• Investment advisers and public companies in connection with cybersecurity SEC enforcement sweep. 

Broker-Dealers

• Dually registered broker/dealer in SEC Enforcement sweep related to off-channel communications. 
• Financial institution in connection with SEC and DOJ investigations concerning former employee trading activity.
• Digital asset platform in SEC inquiries related to third-party digital asset offerings.
• Private company in SEC investigation related to proposed deSPAC transaction.

SEC Examinations and Regulatory Advice and Counseling

Ranah has advised asset management clients on a wide range of SEC regulatory matters and SEC examinations. Representative matters include advising:

• Private fund advisers in connection with disclosures and practices concerning a variety of topics, including off-channel communications, fees and expenses, preferential treatment, and MNPI issues.
• Private and registered fund advisers in connection with ESG disclosures and compliance framework and ESG fund launches.
• Investment advisers during SEC examinations on a range of issues, including mutual fund share class selection practices, ADV disclosures, MNPI compliance procedures, and oversight over third-party advisers.
• Registered fund adviser and affiliated entities in conducting SEC-ordered compliance review. 
• Multiple private fund managers with preparation for SEC examinations.
• Private fund managers in adopting and revising compliance policies, procedures, and controls.