Private Equity Funds

Our private equity funds practice assists sponsors and investors throughout the private equity life cycle. Our professionals have years of experience working with clients on all aspects of the creation and operation of private equity fund structures. We provide specialized private equity advisory services with an emphasis on the areas below.

Private Equity Fund Formation

We have substantial expertise in the formation and structuring of a wide variety of private equity funds. We have experience forming leveraged buyout funds, distressed investment funds, secondary funds, mezzanine funds, hard-money lending funds, real estate funds, funds of funds, infrastructure funds, energy funds, and natural resources funds. Our attorneys also advise on tax and regulatory concerns in the context of both onshore and offshore private equity funds with regard to non-U.S. investors and U.S. tax-exempt investors, including ERISA plans, university endowments, and other regulated investors.

We provide the following services in connection with the formation of private equity funds and debt funds:
  • Assist sponsors in describing investment objectives, formulating fund structures and defining risks associated with those objectives and structures
  • Prepare Private Offering Memoranda, Limited Partnership Agreements, Operating Agreements and Subscription Documentation to start a private equity fund or debt fund
  • Prepare sponsor Investment Advisory Contract
  • Advise on marketing private equity funds and debt funds in compliance with Regulation D (general advertising and solicitation issues including Internet marketing)
  • Prepare SEC Form D and “blue sky” filings on an ongoing basis for private equity funds
  • Structure private equity funds to be tax-efficient to the general partner and key personnel
  • Assist private equity fund managers with SEC registration as required
  • Advise regarding state and federal laws affecting private equity funds including broker-dealer regulations, ERISA, tax matters, the Investment Advisors Act of 1940 and the Investment Company Act of 1940
  • Advise regarding investor qualifications and suitability
  • Advise on complying with ERISA regulations
  • Provide end-to-end advisory services in private equity fund formation process


Private Equity Investment Transactions and Negotiations

Our team works with private equity sponsors as they explore investment opportunities and deploy capital. We have extensive experience negotiating and structuring acquisitions for control and minority stakes. We also advise clients in the context of restructurings and recapitalizations, including mezzanine and convertible debt investments. Additionally, our attorneys have extensive experience with clients that make all types of secured and unsecured commercial loans.

We provide the following services in connection with private equity portfolio investments:
  • Advising on pre-deal strategic planning and capital structuring
  • Structuring of merger and sale transactions, including stock and asset purchases
  • Drafting merger and acquisition, purchase and sale, joint-venture and other transactional agreements
  • Facilitating deal negotiation and due diligence processes in private equity portfolio transactions
  • Advising on tax and cross-border issues


Exit Strategies and Asset Dispositions for Private Equity Sponsors

We have advised private equity fund sponsors as to the execution of a wide range of exit strategies. Our attorneys have worked on strategic sales, joint-ventures, IPOs, and secondary sales. We also stay current on industry norms and best practices with regard to private equity deal terms.

We provide the following services in connection with private equity exits and dispositions:
  • Structuring of merger and sale transactions, including stock and asset purchases related to private equity portfolio companies
  • Assisting with joint ventures and other strategic combinations
  • Drafting merger and purchase and sale agreements
  • Advising on voting requirements and other internal governance requirements


Due Diligence and Advisory Services for Private Equity Investors

We advise certain institutional and high-net-worth investors with regard to potential investments in private equity funds, leveraging our depth of experience working with private equity funds in an advisory and compliance capacity.

We provide the following services in connection with investments in private equity funds and debt funds:
  • Background checks on entities, private equity sponsors, managers, and key personnel
  • Review of private equity fund offering documents for unusual or unfavorable provisions
  • Review of regulatory compliance and contingency planning related to private equity funds
  • Verification of service partner relationships for private equity fund and debt funds