We collectively have over one hundred years of experience working with hedge funds, private equity funds, commodity pools, hybrid funds and funds-of-funds. We represent managers of foreign and domestic private funds investing through stand-alone, master/feeder and “mini-master” structures as well as managed account platforms.
Our bench has unusual depth as well as in-house insight from an exceptionally distinguished group of lawyers. Our team includes the former general counsel of a major broker-dealer, the former head of legal for the investment management division of a major US investment bank and the former head of tax for a multi-billion dollar hedge fund.
We provide services relating to fund formation, regulatory advice and transaction-based representation in secondary market transactions, strategic mergers and seeding arrangements, and underlying investments and exits, as well as serve our clients as outside general counsel for general corporate, securities and employment matters. We have also negotiated managed account agreements for investment advisers, as well as co-investment, seeding and side-letter deals with strategic partners.
We advise our clients from both a legal and business perspective. Our philosophy is to provide practical advice that is useful and efficient. Our services include:
Fund Formation & Dissolution
- Providing advice regarding industry standards to help emerging managers determine the terms of investment in their fund.
- Preparing a term sheet to obtain an indication of interest from investors before establishment of the fund
- Drafting the initial fund and offering documents (including limited partnership agreements and private placement memoranda)
- Negotiating administration, prime brokerage, custody and solicitation agreements and side-letters;
- Preparing employment and separation agreements with key employees, including portfolio managers, risk managers and COOs;
- Reviewing marketing and advertising materials; and
- Winding-down and dissolution.
Investing and Secondary Market Transactions
- Representing private equity sponsors looking for liquidity or restructuring and accessing the second market, or private equity funds interested in making investments in secondary limited partnership interests.
- Advising hedge funds with respect to securities law aspects of secondary market transactions, including Rule 144 and 144A, Regulation S and “big boy” letters.
- Representing LPs with negotiating side letters, review of term sheets and operating agreements for prospective fund investments.
- Executing seeding transactions.
- Executing investments and exits in portfolio companies for private equity clients.
Regulatory Advice and Compliance
- Registering asset managers with the SEC and CFTC.
- Assisting with the implementation of a compliance infrastructure, including drafting policies and procedures, drafting and updating Form ADV Parts I and II, and federal reporting and filings.
- Guiding clients through the complex and changing regulatory environment produced by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
- Advising clients with respect to the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, FINRA and other SRO regulations, NFA Bylaws, broker-dealer regulation, and other state and federal securities laws and SEC and CFTC regulations.
- Providing practical trading and operational advice relating to soft-dollar arrangements, trade errors, proper custody practices, principal and agency cross transactions, trade allocations, insider trading issues, valuations and recordkeeping.