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

Blog

Connecticut Employers Take Note – Cease Seeking Past Pay Information

Big changes are coming to Connecticut employers and with it, many organizational hiring practices with the passage of HB Number 6380. HB Number 6380 limits the disclosure of wage information from past positions. Currently...

Matter

Trademark Litigation: Software

Represented trademark owner in litigation with foreign software company. Successfully defeated motion to dismiss on jurisdictional grounds, which was affirmed on appeal. Also successfully defeated summary judgment motion, which resulted in case settling before...

Publication/Podcast

Can Nonprofits Require COVID-19 Vaccines?

On June 10, employment and labor attorney Tawny Alvarez spoke with Maine Association of Nonprofits for its blog post "Help Desk FAQ: Can Nonprofits Require COVID-19 Vaccines?" As MANP continues to receive questions from...

News

Maine's Evolving Economy and the Future of Remote Work

On June 8, Maine Public published "The Future of Remote Work: The Outlook for Maine Employers and Workers As Offices Re-Open," covering its Maine’s Evolving Economy series that focuses on the shifts in Maine’s...

Blog

Future of Non-Competes: Insights into Executive Order Promoting Competition in the American Economy

Event

MAME's 32nd Annual Scholarship Golf Tournament

Please join us as we sponsor MAME’s 32nd Annual Scholarship Golf Tournament! Proceeds go to the MAME Scholarship Fund to help support students interested in entering the manufacturing and trade industry in Maine. At...

Blog

Massachusetts Now Requires Paid COVID-19 Leave for all Employees

Massachusetts now requires all employers, regardless of size, with Massachusetts employees to offer employees paid, job-protected leave for certain COVID-19-related reasons, including to get or recover from a COVID-19 vaccine. Massachusetts also has established...

Matter

Copyright Litigation: Software

Defended equipment manufacturer in copyright dispute involving firmware for digital subscriber line access multiplexers (“DSLAMs”). Case resolved favorably.

Publication/Podcast

Portland Maine Business Podcast with Tawny Alvarez

On this week's Portland Maine Business Podcast , a podcast with Shelby Turcotte of Shelby Trained, he interviews employment and labor attorney Tawny Alvarez who shares stories that contributed to shaping her as a...

News

Advice from Former Portland Charter Commission

On June 23, Portland Phoenix published an article, "Those who have been there predict Portland Charter Commission faces steep learning curve," discussing the organizational meeting with Portland's newly elected Charter Commission. In the meeting...

Contact Verrill at (855) 307 0700