We regularly advise managers of domestic and foreign hedge funds, private equity funds, and other types of private investment funds, as well as investors in these funds with respect to structuring, formation, and operations. We also represent these funds and their investors in private placements under Regulation D and offerings under Regulation S.
We regularly advise private funds and their advisers on compliance with federal and state securities laws and commodities regulation, including the Investment Advisers Act, the Investment Company Act, the Securities Exchange Act, and the Commodity Exchange Act. A particular focus of our private fund practice involves rendering regulatory and tax compliance advice in connection with cross-border activities of private investment funds, including coordination with AIFMD and UCITS requirements, and compliance with FATCA.
The scope of our hedge fund and private equity fund practice includes advising in connection with:
- Structuring, formation, and documentation of hedge funds (including master-feeder and co-investment structures), private equity funds, real estate funds, commodity pools, and funds of funds using domestic and offshore investment structures,
- Subscriptions for interests in private funds,
- Drafting and structuring arrangements with portfolio managers, sub-advisers, finders, brokers, custodians, and other service providers,
- Registration of managers and investment advisers with the SEC, or compliance with available exemptions from these registration requirements, including the venture capital fund adviser and private fund adviser exemptions,
- Registration of managers as commodity pool operators with the CFTC,
- Advising investors on U.S. tax implications of private fund investments, and structures to avoid any negative tax consequences of investments in U.S. private funds, including blocker corporations,
- Advice on ERISA compliance,
- Coordination with AIFMD, UCITS, and other foreign regulations affecting private funds and fund managers,
- Structuring fund investments, and drafting and negotiating investment documentations, and
- Acquisitions and dispositions of private equity and venture fund portfolio companies.