Private Funds & Advisors

Highlights

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Recognized in the 2017 U.S. News - Best Lawyers "Best Law Firms" rankings.

Overview

Our lawyers draw upon decades of securities law, partnership law, and tax law experience in advising sponsors of and investors in private funds (including private equity, hedge, venture and specialized funds). We work closely with our clients to address their business needs while helping them maintain compliance with ever-increasing regulatory demands. Our work and experience includes:

  • Securities Law: assisting clients in obtaining and maintaining registration with the SEC as investment advisers, and assisting smaller clients with state-only investment adviser licensing and exemptions from licensing; advice on drafting of private placement memoranda and subscription documents; advice on new requirements under Rules 506(b) and 506(c); advice on Investment Company Act exclusions; advice on broker-dealer registration exemptions under federal and state securities law; drafting and negotiating investment agreements between the issuer and its investors.
  • Fund Structure: advising clients on the choice and structure of business entities to serve as the investment vehicle; advising on the tiering of multiple entities to achieve the sponsor’s objectives; advising on key terms of partnership and limited liability company agreements, and related management agreements; drafting all requisite organizational documents; coordinating the timing and sequence of transactions to establish the fund structure.
  • Tax Law: advising clients on structuring the fund and feeder structures for increased tax efficiency and to accommodate tax-exempt and foreign investors; advising on distribution and allocation structures and choices; advising on structuring of carried interest and management fee provisions to address tax risks; advising on legal issues relating to the mix of debt and equity for entity formation and portfolio company acquisitions; advising on key provisions for investment partnerships; structuring mergers and acquisitions involving the purchase or sale of portfolio companies or acquisitions of the fund itself.

Our private fund clients have engaged in transactions in a wide variety of industries, including manufacturing, retail, energy, services, healthcare and technology. Our experience with these transactions across a wide variety of fund sizes and industries enables us to assist clients in identifying what range of terms is reasonable in the current market and to identify creative solutions that help get deals done expeditiously and on terms that further our clients’ long-term objectives. Our involvement in the structuring, due diligence and acquisition of portfolio companies helps position our clients to achieve their goals in the months and years after the closing.

Our lawyers regularly advise clients on the following types of transactions:

  • Small to medium Venture Funds or Hedge Funds: formation; conduct of private placements; investment banker engagement letters; due diligence reviews by prospective investors; drafting and negotiation of investor documents; drafting and negotiation of portfolio company investment agreements; attendance at board of directors meetings and committee meetings; drafting of internal policies; handling conflict-of-interest transactions
  • Registered Investment Advisers: SEC and state law filings and compliance; review and editing of compliance policies and manuals; hiring and termination of key personnel; dealing with restrictive covenants of prior employers
  • Private Equity Funds: co-investment opportunities; mergers and acquisition work; general counseling of portfolio companies
  • Investors: representing institutional investors, angel investors or issuers in private placements; assisting with due diligence reviews of prospective funds and managers; providing advice and legal opinions in secondary transactions
  • Fundless Sponsors: representing sponsors who line up interested potential investors to pursue specific opportunities on an ad hoc basis as they arise

Verrill Dana is a well-known, regional full-service law firm with multiple practice areas. The attorneys who represent our private funds and advisor clients work side by side with attorneys from Verrill Dana’s other practice areas when needed, including: mergers and acquisitions, labor and employment, patent, trademark and IP licensing, litigation, white collar investigations, antibribery regulations, privacy and data protection laws, anti-money laundering laws, commercial real estate, cross-border transactions, estate planning, environmental, and ERISA.

Contacts

  • Partner
    T: (207) 253-4402