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Morgan Lewis’s private equity teams focus on responsiveness and clear and comprehensive representation—our primary objective being to help our clients execute transactions quickly, cleanly, and cost-effectively. On the buy side, that means swiftly identifying and helping to price risk, and then constructing effective contractual tools to allocate that risk. On the sell side, that means focusing on how to contain post-sale exposure. During the investment period, it means helping portfolio companies deal with issues that surfaced during the purchase transaction, and addressing emerging legal risks to prepare for an ultimate sale. In each phase, it also means providing market-informed mergers and acquisitions and finance counsel that responds to the investment objectives of the private equity sponsor and the business realities of the portfolio company and its industry.
Our representations range from multibillion-dollar acquisitions and related financings to small- and middle-market deals. We guide clients throughout the life cycle of a deal, from fund formation through ultimate distribution. We also take a proactive approach in leading private equity transactions, anticipating the deal’s needs and responding to them with the immediacy and sense of urgency that reflect the value that our firm places on client relationships.
Scope of Practice
Our transactional lawyers are trained to be business counselors who identify problems and solve them in a commercially sensible manner. With practices ranging from labor and employee benefits to energy, environmental, real estate, and intellectual property, Morgan Lewis offers clients a full range of legal advice often difficult to find in one firm to support private equity transactions.
With offices in Philadelphia, New York, Chicago, Washington, San Francisco, Los Angeles, London, Paris, Brussels, Frankfurt, Tokyo, and Beijing, and 11 additional cities, and a strong culture of working in cross-office, interdisciplinary teams, Morgan Lewis addresses our clients' needs seamlessly within the complex and demanding context of both domestic and international transactions. Our Private Equity Practice is supported by some 1,300 lawyers in the United States, Europe, and Asia who focus on mergers and acquisitions, finance, securities, tax, employee benefits and executive compensation, antitrust, environmental, and other areas of legal practice, as well as upon a broad range of industries specific to the needs of our clients.
While our lawyers are organized into client-focused teams, all of our private equity deal lawyers share their market knowledge in order for the practice at large to leverage the full power of their collective backgrounds. We routinely host internal seminars, training sessions, and discussions of current topics in private equity transactions and financings to keep everyone up to date on the most current developments in the market.
Transactions
Morgan Lewis’s national and international resources across dozens of practices allow us to address any issues related to our clients’ private equity transactions. We handle such matters as tax structuring; the development of incentive compensation arrangements; the evaluation of diverse liability risks, including in the areas of environmental and pension; intellectual property; and competition and merger control compliance.
We often are asked to act as principal outside counsel to many of our clients' portfolio companies and provide special counsel and assistance to a number of others. The wide-ranging capabilities of our attorneys enable Morgan Lewis to represent portfolio companies in connection with public offerings, add-on acquisitions and investments, strategic joint ventures and alliances, environmental compliance, complex federal income tax issues, intellectual property protection and licensing, commercial contracting and outsourcing, labor and employment issues, employee benefits matters, litigation, and a range of other matters.
Management team compensation
Morgan Lewis understands that an appropriately motivated management team is essential to the ultimate success of the investments made by our private equity clients. In virtually every transaction, we are called upon to structure, draft, and negotiate the management compensation package, a critical component of which is often a stock-based incentive, and the attendant rights and restrictions (including noncompetition) that apply to the management team member and/or their equity investment in the deal. We have a number of talented executive compensation lawyers who have experience in the transactional setting, and therefore are attuned not only to the relevant securities, tax, and financial accounting issues, but also bring to bear wide knowledge of economic and contractual norms in this area.
Fund formation
We play a key role in all phases of the fund formation process, including negotiating with lead limited partners, structuring equity and retention arrangements among fund principals, and harvesting and distributing gains to investors.
Morgan Lewis takes an active role in both domestic and offshore fund formations. Our lawyers regularly counsel fund sponsors in structuring funds to comply with the special tax and regulatory concerns of foreign investors, ERISA fiduciaries, pension funds, college endowments and other tax-exempt organizations, bank holding company affiliates, insurance companies, and other regulated investors. We also structure "upper tier" equity and retention arrangements for fund principals. Our fund formation lawyers draw upon the knowledge and skills of our Investment Management Practice, which includes leading practitioners in the area of investment company and investment advisor regulations, regarding structuring and compliance issues.