Private Investment Funds

The firm’s attorneys represent U.S. and foreign sponsors in the formation of various investment funds. Our work includes preparing and reviewing private offering memoranda and other disclosure documents, partnership and operating agreements as well as preparing subscription documentation.

We represent management companies with their investments, fund management, investor relations and regulatory and tax compliance issues. We address long-term goals, anticipating a variety of tax, cash flow, estate planning, succession, control, employee separation and other issues.

We have represented a variety of investors in connection with their investments in private funds, performing detailed document review and identifying and working to resolve regulatory, tax and other legal issues.

The firm’s attorneys have experience in forming on-shore and off-shore real estate funds on behalf of sponsors and investors for a variety of investment strategies. Our lawyers are also experienced in the related tax, real estate and environmental issues that may be presented by such funds and their acquisitions.

We understand the complexities of U.S. and international taxation issues that confront private funds and their investors in complicated domestic and foreign tax structures, including effectively connected income, unrelated business taxable income, and withholding tax issues. We have advised regarding the parameters for accepting and investing pension plan money, including advice regarding avoiding prohibited transactions, the availability of class exemptions and compliance with the “venture capital operating company” exception or other exceptions from the U.S. Department of Labor’s plan asset regulations.

Our securities regulatory attorneys work with our private investment fund team to assist with regulatory needs. In particular, our attorneys advise clients on regulatory classifications and requirements as well as the structuring and operations of private investment funds. Additionally, we advise clients on third party marketing and advisory relationships.

Our attorneys have been involved in the following matters:

• Represented general partner in formation of a $250M private equity fund with a strategy of direct investing in oil and gas exploration projects.
• Represented majority owner in formation of special purpose vehicle making investments in ethanol related projects in South America and represent such vehicle in subscription of additional non-U.S. investors.
• Represented Abu Dhabi-based investment bank in connection with structuring and formation of U.S. real property fund.
• Represented U.S.-based sponsor in connection with the structuring and formation of distressed real property fund.
• Represented U.S.-based sponsor in connection with off-shore fixed income fund.
• Represented major New York based sponsor in connection with offshore components of U.S. real estate development fund.
• Represented Bahrain-based investor in connection with the establishment of multiple U.S. real property funds, including domestic and offshore structuring.
• Represented multiple sponsors with the structuring and formation of venture capital funds for investments in software and high technology.
• Represented a hedge fund management company with respect to the structuring and drafting of numerous agreements, including letters of intent, operating agreements, investment management agreements, employment agreements and buy sell agreements. We have also represented the hedge fund management company in connection with equity capital contributions and loans made to the hedge fund management company and its portfolio companies.