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Private Equity & Venture Funds

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Private Equity & Venture Capital Funds

Our private equity and venture capital funds practice assists sponsors and investors throughout the PE/VC life cycle. Our professionals have years of experience working with clients on all aspects of the creation and operation of private equity and venture capital fund structures. We provide specialized advisory services to private equity fund and venture capital fund sponsors with an emphasis on the areas below.

 

Private Equity & Venture Capital Fund Formation

We have substantial expertise in the formation and structuring of a wide variety of private equity and venture capital funds. We have experience forming leveraged buyout funds, venture capital funds, distressed investment funds, secondary funds, sector-focused funds, mezzanine funds, hard-money lending funds, real estate funds, funds of funds, infrastructure funds, energy funds, and natural resources funds. Our attorneys also advise on tax and regulatory concerns in the context of both onshore and offshore private equity funds and venture capital funds with regard to non-U.S. investors and U.S. tax-exempt investors, including ERISA plans, university endowments, and other regulated investors.

We provide the following services in connection with the formation of private equity funds, venture capital funds, and debt funds:

  • Assist sponsors in describing investment objectives, formulating fund structures and defining risks associated with those objectives and structures
  • Prepare Private Offering Memoranda, Limited Partnership Agreements, Operating Agreements and Subscription Documentation to start a private equity fund or debt fund
  • Prepare sponsor Investment Advisory Contract
  • Advise on marketing private equity funds, venture capital funds, and debt funds in compliance with Regulation D (general advertising and solicitation issues including Internet marketing)
  • Prepare SEC Form D and “blue sky” filings on an ongoing basis for private equity funds and venture capital funds
  • Structure private equity funds and venture capital funds to be tax-efficient to the general partner and key personnel
  • Assist private equity fund and venture capital fund managers with SEC registration, as may be required
  • Advise regarding state and federal laws affecting private equity funds and venture capital funds including broker-dealer regulations, ERISA, tax matters, the Investment Advisors Act of 1940 and the Investment Company Act of 1940
  • Advise regarding investor qualifications and suitability
  • Advise on complying with ERISA regulations
  • Provide end-to-end advisory services in private equity fund and venture capital fund formation process

 

Private Equity & Venture Capital Investment Transactions and Negotiations

Our team works with private equity and venture capital sponsors as they explore investment opportunities and deploy capital. We have extensive experience negotiating and structuring acquisitions for early-stage investment rounds, control stakes, and minority investment positions. We also advise clients in the context of restructurings and recapitalizations, including mezzanine and convertible debt investments. Additionally, our attorneys have extensive experience with clients that make all types of secured and unsecured commercial loans.

We provide the following services in connection with private equity and venture capital portfolio investments:

  • Advising on pre-deal strategic planning and capital structuring
  • Structuring of merger and sale transactions, including stock and asset purchases
  • Drafting merger and acquisition, purchase and sale, joint-venture and other transactional agreements
  • Facilitating deal negotiation and due diligence processes in private equity and venture capital portfolio transactions
  • Advising on tax and cross-border issues

 

Exit Strategies and Asset Dispositions for Private Equity and Venture Capital Sponsors

We have advised private equity fund and venture capital fund sponsors as to the execution of a wide range of exit strategies. Our attorneys have worked on strategic sales, joint-ventures, IPOs, and secondary sales. We also stay current on industry norms and best practices with regard to private equity and venture capital deal terms.

We provide the following services in connection with private equity and venture capital exits and dispositions:

  • Structuring of merger and sale transactions, including stock and asset purchases related to private equity and venture capital portfolio companies
  • Assisting with joint ventures and other strategic combinations
  • Drafting merger and purchase and sale agreements
  • Advising on voting requirements and other internal governance requirements

 

Due Diligence and Advisory Services for Private Equity and Venture Capital Investors

We advise certain institutional and high-net-worth investors with regard to potential investments in private equity funds and venture capital funds, leveraging our depth of experience working with private equity and venture capital funds in an advisory and compliance capacity.

We provide the following services in connection with investments in private equity funds, venture capital funds, and debt funds:

  • Background checks on entities, sponsors, managers, and key personnel
  • Review of private equity fund and venture capital fund offering documents for unusual or unfavorable provisions
  • Review of regulatory compliance and contingency planning related to private equity funds and venture capital funds
  • Verification of service partner relationships for private equity funds, venture capital funds, and debt funds

 


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