Fund Formation & Investment Management

Our Fund Formation & Investment Management (FFIM) practice group offers the full suite of services to GPs and LPs.  Our deep bench of corporate funds attorneys is complimented by integrated specialists across multiple practice disciplines, including tax, ERISA, finance and transactions.  We understand the business objectives, dynamics and trends of GPs, LPs and the entire private funds industry.

Sponsor Representation

We are built for middle market and emerging sponsors seeking to raise institutional capital, and provide cutting edge advice at an unparalleled value. From fund formation to fund restructurings, we advise sponsors on all aspects of their private fund businesses.  We also act as outside general counsel to our clients, advising on internal governance, employee & organizational matters, SEC registration, regulation & compliance programs, carried interest arrangements, taxation & estate planning, and more.

Secondary Market Representation

Many of our funds attorneys have provided advice to various secondary market participants since the industry was in its infancy.  Today, secondary representation is a core area of focus for many of our clients. Our corporate funds attorneys routinely provide transactional advice to both buy-side secondary firms and institutional sellers, from strategic advice on broker selection and LOI negotiation, to portfolio diligence, transaction terms and closing execution.  Our traditional “LP stakes” secondary practice is complemented by our representation of sponsors and lead investors alike in GP-led secondary transactions, including continuation vehicles, strip sales and tender offers.  In addition, we focus on asset manager M&A for private fund sponsors and routinely represent sponsors and both strategic and financial investors in this area.  Our corporate funds team works closely with tax and finance specialists to ensure our secondary clients receive integrated advice across all relevant areas of practice.

Institutional Investor Representation

From primary investments and direct/indirect co-investments, to anchor investing, separately managed accounts, and funds-of-one, we advise LPs on all aspects of their private investments and businesses.  We do not simply focus on a single asset class, but rather advise LPs on all kinds of private fund investments.  We understand our clients’ regulatory characteristics – e.g., ERISA, tax-exempt, non-U.S., U.S. state pension plan, sovereign wealth fund, fund-of-funds, foundation, or bank holding status – and it drives our approach to review and negotiation of key transaction agreements.  We leverage our sponsor- and secondary-side industry experience to ensure our process is disciplined, efficient and outcome-oriented.

Our Difference is in the Data

Our dual GP/LP practice is unique among our peers and provides us unparalleled access to fund and secondary transaction terms and conditions in virtually every asset class, sector, and geography.  Our experience working with both GPs and LPs informs our view of what’s market and allows insight into the latest trends and developments with fund terms and conditions.  We leverage this data for our GP and LP clients, providing them a commercial edge while avoiding unnecessary and costly “off-market” legal negotiations.

Integrated Specialists

Our corporate funds lawyers are buttressed by tax, ERISA, finance, transactional, estate planning, employment, insurance, regulatory and risk management attorneys dedicated to the private funds landscape.  Collectively, we operate across multiple offices as a single team advising our clients on all aspects of their private funds businesses and private fund investment activity, and view each new engagement as the beginning of a long-term relationship.

Full Service for GPs

• Tax, structuring, and governance advice for sponsor management company entities, including succession planning solutions for founders
• Maintenance and operation of carried interest sharing plans and estate planning for founders and senior personnel
• Advice for onboarding new personnel and separation/transition agreements
• LPAC approvals, LP votes, and investment period/fund term extensions
• Ongoing SEC compliance, reporting, and filing obligations
• Structuring for portfolio investments and single asset co-investment vehicles, including ERISA/VCOC advice, tax structuring, side letter compliance and legal opinions
• Hiring and negotiation of terms with placement agents and advice on fundraising strategies
• Advisers Act conflict matters, ERA/RIA registration, and establishment of compliance programs
• Assistance with complex AML/KYC issues and strategic guidance & planning for CFIUS matters
• Managing LP transfer activity

Full Service for Secondary Market Participants

• Buy-side representation for secondary firms, including LOI advice, portfolio diligence, PSA negotiation and closing execution, for single and multiple interest portfolios including portfolio fund interests and direct company stakes
• Sell-side representation for institutional investors, including adviser/broker introduction and selection, portfolio fund preparation, buyer selection and LOI evaluation, diligence support, PSA negotiation and closing execution
• GP-led secondary representation for sponsors, including single and multi-asset continuation vehicles, strip sales and tender offers
• Lead and syndicate investor representation for GP-led transactions
• Asset manager M&A services, including sponsor and investor representation for minority- and majority-control investments

Full Services for LPs

• Representation on primary fund investments and direct/indirect co-investments
• Dedicated terms checklist, side letter request & LPA negotiation “playbook”
• Advice on asset manager consolidation and joint ventures
• Separate accounts and fund-of-one representation
• Tax advice for U.S. tax-exempt and non-U.S. LPs for credit, real estate, and other complex fund structures
• FOIA, sunshine, and other state law obligations for U.S. state pensions

Related Services Offered

• Spin-outs and “First Time” Institutional Fund Representation
• Purchases, Sales, and Combinations of Private Fund Sponsors
• Fundless Sponsors, Series LLCs and SPVs
• General Corporate Representation (Employment Matters, Leases, Governance & Succession Planning)
• Investment Advisers Act, AIFMD and General Regulatory Compliance
• Carried Interest Taxation and Complex Fund Structuring
• Capital Call Lines of Credit (Fund and GP Commitment Participants)