Private Equity and Private Funds

Our private equity and private funds practice is a natural outgrowth of our corporate and securities practices, where we have represented both start-up and established entities and advised founders, managers and sponsors on private offerings, fund formation, structuring, related tax matters and regulatory matters.

Our attorneys have extensive knowledge and experience structuring investment funds.  We advise private funds of all types, including, hedge funds, venture capital funds, private equity funds, credit funds, real estate funds, funds-of-funds and hybrid funds.   We have substantial experience forming private funds.  We assist clients in structuring and negotiating transactional terms such as complex cash flow and capital transaction distribution waterfalls and in establishing carried interest and similar “upstream” funding structures.  We also assist clients forming and registering as investment advisers and broker-dealers and complying with the appropriate regulatory frameworks.

Our lawyers assist clients in preparing private placement and/or syndication documentation, including term sheets, letters of intent, prospectuses, limited liability company and partnership agreements, special purpose entity documentation, subscription agreements, Form D filings with the Securities and Exchange Commission and applicable state “blue sky” securities filings and compliance materials.

Services we provide include:

• Forming and registering investment advisers and broker dealers
• Structuring investment funds tailored to specific tax and business goals
• Preparing fund documentation
• Representing clients on mergers, acquisitions, recapitalizations and sales transactions
• Advising on the current market and regulatory environment
• Structuring venture capital and buy-out investments
• Structuring and negotiating acquisitions, recapitalizations and dispositions of portfolio company assets
• Negotiating seed capital arrangements
• Drafting and negotiating managed account investments
• Structuring and documenting hedge fund linked notes and hedge fund related derivatives
• Structuring and negotiating acquisitions of fund investments, including asset-backed investments and distressed mortgage backed securities
• Coordinating with foreign counsel and service providers
• Providing ongoing regulatory, tax and compliance issues

We provide comprehensive services to our fund clients. We work closely with our financial services and tax attorneys to create practical and innovative solutions to meet the needs of our clients that are forming funds for the first time or that are well-established fund managers.