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.
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