Stephen M. Meli

Partner

Stephen M. Meli

Partner

Stephen M. Meli is co-chair of the firm’s Fund Formation & Investment Management Practice. He leads a dedicated team of corporate lawyers and integrated specialists who advise clients on all aspects of the structuring, formation, and ongoing management of private investment funds and their respective management companies, on secondary transactions and GP-led fund restructurings as well as a broad cross-section of institutional investors actively investing into private investment funds.

Fund Formation

Steve focuses his practice on lower and middle market buyouts, growth equity, venture capital, credit, and other private funds, including funds-of-funds and secondary funds. With an emphasis on commercial sense and practicality, Steve advises sponsors on every aspect of their funds business, including the structuring, marketing, operating, and compliance of their private funds.

Emerging/Spin-out Fund Sponsor

Steve has a special focus on emerging, spin-out, “first time” and fund-less sponsors establishing their initial pooled investment vehicles. This focus includes advising on separation matters, placement agent arrangements, commercial terms and conditions, internal governance/employee and management company arrangements, SEC registration and compliance, carried interest structuring, and co-investment arrangements.

Fund Restructuring and Secondaries

Steve regularly represents lower and middle market sponsors in connection with GP-led and other complex secondary transactions, including continuation funds, fund restructurings, and tender offers. Steve also represents several secondary investors in connection with their participation in continuation funds and similar transactions.

Steve’s LP secondary transaction experience includes advising both U.S. and non-U.S. buyers in the structuring and negotiating of both individual and bulk acquisitions of private fund interests, including LOI negotiation, fund interest diligence, purchase agreement terms and acquisition structuring. Steve also represents both U.S. and non-U.S. sellers of private fund interests, including advice on portfolio preparation, adviser and buyer selection, purchase agreement terms and closing matters.

Institutional Investor Representation

Steve works with endowments, charities, sovereign and private pension funds, insurance companies, funds-of-funds, and secondary funds on all of their alternative investment matters, including the negotiation and structuring of primary investments and portfolio company co-investments.

Prior to joining Foley, Steve was a partner in the Private Investment Funds Group of Proskauer Rose LLP.

Awards and Recognition

  • Recognized by Chambers USA: America’s Leading Lawyers as Up and Coming in the practice area of Private Equity: Fund Formation (2024)

Presentations and Publications

  • Quoted, “SEC Enforcement Action Targets PE Sponsor’s Write Down Mechanics and Related Disclosures to LPs,” Private Equity Law Report, June 29, 2023
03 July 2024 Deals and Wins

Foley Serves as Fund Counsel to Iron Path Capital in Close of $273M Fund I

Foley & Lardner LLP served as fund counsel to Iron Path Capital in the formation and closing of Iron Path Capital Fund I.
07 June 2024 Foley Funds Legal Focus

Fifth Circuit Rules SEC Exceeded Its Authority in Adopting Private Fund Advisers Rule

On June 5, 2024, a three-judge panel in the U.S. Fifth Circuit Court of Appeals ruled that the Securities and Exchange Commission exceeded its statutory authority in adopting the so-called “Private Fund Advisers Rule” and, accordingly, vacated the Rule in full.
06 June 2024 Press Releases

Foley Achieves Top Rankings in Chambers USA 2024

Foley & Lardner LLP is pleased to announce that it is again recognized by Chambers & Partners as one of the leading law firms in the country in the 2024 edition of Chambers USA, America’s Leading Lawyers for Business.
26 February 2024 Foley Viewpoints

New SEC Marketing Rule FAQ: IRR Calculations When Using Subscription Lines

On February 6, 2024, SEC staff issued FAQ guidance with respect to registered investment advisers’ obligations under Rule 206(4)-1 of the Investment Advisers Act of 1940.
04 January 2024 Foley Viewpoints

The Corporate Transparency Act: What Investment Advisers to Private Investment Funds Need to Know

The Financial Crimes Enforcement Network’s final regulations implementing the Corporate Transparency Act took effect on January 1, 2024.
16 October 2023 Foley Viewpoints

New 2024 SEC Examination Priorities: What Should a Private Fund Adviser Know?

On October 16, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission announced its annual 2024 examination priorities