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

Matter

Management Audit

Verrill represented Emera in its 2016 distribution rate case before the Maine PUC. The case involved issues relating to significant new capital investments, including Emera's new customer information system and a controversial substation investment...

Event

IP & Business Transactional Strategies as Life Science Companies Plan Their U.S. Market Entry

Business law attorney Eugene Ho and IP attorney Beverly Hjorth will be presenting for ACTION Innovation Network members for its webinar series, discussing what life science companies should be thinking about when considering entry...

Publication/Podcast

PPP: How is Maine Faring?

Originally enacted on March 27, the Paycheck Protection Program (PPP) offers loan support and (potentially) loan forgiveness to qualifying small businesses – generally defined as those with not more than 500 employees. According to...

Matter

2017 Emera Distribution Rate Case

Verrill represented Emera in its 2017 distribution rate case before the Maine PUC, which included: defeating Staff's proposed reduction to allowed return on equity for "management inefficiency;" approval of new expenditures, such as an...

Blog

Verrill Helps State’s Largest Solar Project Obtain Principal Environmental Permit

News

After the EPA Inspector Leaves

On July 17, environmental attorney Mat Todaro appeared on an episode of Amplify Your Process Safety, a process safety and risk management podcast. Co-host Rob Bartlett and Mat discuss EPA inspections, what to expect...

Event

2020 OHRP Exploratory Workshop

Health care attorney Emily Fogler will be presenting at the 2020 OHRP Exploratory Workshop in the third session, discussing sharing responsibilities and protecting participants - redefining roles in the single IRB era. For more...

Publication/Podcast

EU-U.S. Privacy Shield Invalidated: Does Your Company Have a Plan B?

On Thursday, July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-U.S. Privacy Shield (“Privacy Shield”) in Data Protection Commissioner v. Facebook Ireland and Maximillian Schrems (Case C-311/18...

News

Verrill’s Wide-Ranging Private Wealth Law Practice Recognized in 2020 Chambers and Partners High Net Worth Guide

(July 20, 2020) – Verrill attorneys Michael Fay, Kurt Klebe, Mary McQuillen, and Jacqueline Rider were recognized in the Chambers High Net Worth 2020 Guide , Chambers and Partners' fifth edition of the publication...

Blog

Verrill Helps State’s Largest Solar Project Obtain Principal Environmental Permit