Private Funds and Asset Management

Fund Formation
We help clients drive fund launches from start to finish by providing onshore/offshore tax and corporate structuring advice, and drafting all offering and governing documents, subscription and management agreements, and other material contracts. Clients benefit from our deep experience negotiating with a wide variety of seeders and other key investors, each with differing needs and business objectives. We also provide strategic regulatory advice concerning compliance with the U.S. Investment Advisers Act and related statutes, and customized terms and structures for direct lending funds, funds of funds, and “alternative alternatives” funds. We regularly represent fund sponsors, advisers, and sub-advisers across many assets and strategies in hedge, private equity, venture, and credit funds (including business development companies), and custom assets and products.

Regulatory Advice and Compliance
Clients seek our advice in complying with the U.S. Investment Advisers Act, the U.S. Investment Company Act, the U.S. Securities Act, the U.S. Securities Exchange Act, the U.S. Commodities Exchange Act, and related agency regulations, public pension related laws, and ERISA. We assist clients with adviser registration, qualifying for exemptions, compliance program development, providing compliance training, and responding to regulatory examinations and enforcement actions. Our global practice provides clients with deep experience in anti-bribery, anti-money laundering, anti-corruption, and data protection laws around the world, including with respect to the Foreign Corrupt Practices Act. We help clients respond to SEC examinations and defend clients in SEC, DOJ, and other investigations and enforcement cases. Through our Paris office, we offer AIFMD compliance services and services needed by EU listed funds.

Post-Launch Representation
As fund counsel, we offer a full range of services for funds and their advisers after launch. These services include tax optimization and restructuring, amendment of principal offering and governing documents, and setting up side pockets, SPVs, co-investment vehicles, feeder funds, parallel investment vehicles, and venture incubation strategies. We also advise funds with respect to portfolio transactions, investor relations, ongoing disclosure obligations, obtaining investor approvals, governance, and liquidation. In addition, we have substantial experience advising with respect to cross-border capital markets, M&A, and lending transactions across many industries including healthcare, life sciences, aviation, transportation, logistics, energy, clean energy, infrastructure, business services, media, and new technologies.

We advise a wide variety of institutional investors including family offices, foundations, endowments, and industrial strategic investors, including by negotiating terms to meet their individual needs. We also have deep experience serving as fiduciary and investment counsel for major U.S. public pension plans. The range of services we offer includes establishing separately managed accounts, negotiating side letter terms (including fees, liquidity, advisory committee seats, and customized reporting), revenue sharing, co-investment rights, due diligence processes, fund-of-one structures, and dispute resolution strategies.

ESG investing is one of the leading issues of our time in the asset management sector. It accounts for more than $1 trillion in committed capital. Our lawyers have been involved with ESG investing since its earliest days, throughout the migration from microfinance and idiosyncratic private investment, to implications for massified product development. We advise on a range of ESG investment matters, including developing and communicating an ESG policy and implementation program, compliance with US and EU laws relating to ESG disclosures, defending against regulatory enforcement actions related to ESG claims, launching investment products with ESG related strategies, launching impact-oriented operating companies, and adopting ESG goals or responding to ESG developments in a fiduciary setting.

In addition to advising clients on fund formation and portfolio transactions, the funds team helps clients access a wide range of other services necessary for success in asset management. These include intellectual property rights management for proprietary software, trademarks, and other intangible assets; profit sharing and fee sharing arrangements; employment and employee benefits; wealth management and estate planning advice for founders and key executives; governance and succession planning; litigation, international arbitration and other dispute resolution services; general corporate finance and credit arrangements; aviation, transportation and other asset-based lending; advice relating to digital assets and other distributed ledger (blockchain) applications; FCPA and anti-corruption laws compliance; insolvency and distressed asset resolution; civil litigation; and SEC, DOJ, and other government investigations and enforcement defense.