We draw upon our collective decades of experience practicing securities law, partnership law, and tax law when counseling sponsors of, and investors in, private funds. We work closely with our clients to address their investment goals and business needs while helping them maintain strict compliance with ever-increasing regulatory demands. Our work and experience include the following;

Securities Law: Assisting clients to obtain and maintain registration with the SEC as investment advisors, and assisting smaller clients with state-only investment adviser licensing and exemptions from licensing; advising on drafting of private placement memoranda and subscription documents; advising on requirements under Rules 506(b) and 506(c); advising on Investment Company Act exclusions; advising on broker-dealer registration exemptions under federal and state securities law; and drafting and negotiating investment agreements between issuers and their 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 sponsors' objectives; advising on key terms of partnership and limited liability company agreements, and related management agreements; drafting all requisite organizational documents; and coordinating the timing and sequence of transactions to establish fund structures.

Tax Law: Advising clients on structuring 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; and structuring mergers and acquisitions involving the purchase or sale of portfolio companies or acquisitions of funds themselves.

Our private fund clients engage in transactions in several industries, including manufacturing, retail, energy, health care, 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' objectives. Our involvement in the structuring, due diligence, and acquisition of portfolio companies helps position our clients to achieve their goals 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; and handling conflict-of-interest transactions.
  • Registered investment advisors: SEC and state law filings and compliance; review and editing of compliance policies and manuals; hiring and termination of key personnel; and dealing with restrictive covenants of prior employers.
  • Private equity funds: co-investment opportunities; mergers and acquisition's work; and 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; and 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.

The Verrill attorneys who represent our private funds and advisor clients work side by side with attorneys from Verrill's other practice areas when needed, including: Mergers & Acquisitions, Employment & Labor, Patent, Trademark and IP licensing, Litigation & Trial, White Collar Investigations, Anti-bribery regulations, Privacy and Data Protection, Anti-Money Laundering, Commercial Real Estate, Cross-Border Transactions, Estate Planning, Environmental, and ERISA.

Firm Highlights

News

Verrill Attorney Gregory Fryer Recognized as Top Author in JD Supra 2021 Readers Choice Awards

(April 8, 2021) – Verrill attorney Gregory Fryer was recognized as a top author for finance and banking in JD Supra’s 2021 Readers Choice Awards . The top ten authors were selected for each...

News

Nine Verrill Attorneys Named Top Lawyers in Fairfield County

(April 8, 2021) – Verrill is pleased to announce nine of the firm’s attorneys in its Westport, Connecticut office were ranked as Top Lawyers in Fairfield County by Moffly Media, the publishers of popular...

Blog

ESG Ping-Pong®

The recent regulatory back-and-forth over the investment of ERISA-governed retirement plan assets based on environmental, social, and corporate governance (“ESG”) factors has demonstrated that ESG investing will remain under an intense spotlight for some...

Blog

Verrill Attorneys Present on Issues in Maine Energy and Electric Utility Regulation

The energy and environmental landscape is constantly evolving. On Tuesday, April 22, 2021, Halfmoon Education Inc. presents a full-day, virtual program, "Issues in Maine Energy and Electric Utility Regulation," which will highlight the current...

Event

Issues in Maine Energy and Electric Utility Regulation

On Thursday, April 22 attorneys Bill Harwood and Scott Anderson will be presenting for HalfMoon Education Online Learning's Issues in Maine Energy and Electric Utility Regulation, an interactive webinar. In the webinar, attendees will...

Blog

Identifying Plan Assets in ERISA Health & Welfare Plans

Last month, we advised readers of this blog to consider efforts to formalize the fiduciary governance of their health and welfare benefit plans. In that post , we described some of the reasons that...

Matter

Representative Litigation Matters

Represented one of the nation's largest geotechnical subcontractors in claims against a major general contractor arising from construction of pier improvements at an East Coast naval facility Led defense trial team in a four-week...

Matter

Verrill Helps Hancock Solar Project Obtain MDEP Permit, Protect Upland Sandpipers

The 14-megawatt Hancock Solar project in the town of Hancock, Maine has obtained its Site Law permit from the Maine Department of Environmental Protection. Verrill assisted the project with environmental permitting, which included the...

Publication/Podcast

Employers Required to Give Free COBRA Coverage to be Offset by Medicare Tax Credits

Among other things, the American Rescue Plan Act of 2021 (“ARPA”), signed into law on March 11, 2021, provides “assistance eligible individuals” (“AEIs”) who lose their health insurance coverage under an employer’s group health...

Publication/Podcast

The Massachusetts Supreme Judicial Court Clarifies the Contours of the Attorney-Client Privilege and Work Product Doctrine in Internal Investigations

In Attorney General v. Facebook, Inc. , No. SJC-12496 (March 24, 2021), [i] the Massachusetts Supreme Judicial Court clarified the scope of protection afforded by the attorney-client privilege and the work product doctrine to...

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