Sectors

Investment Funds

Morgan Lewis lawyers are investment funds industry leaders with in-depth knowledge of all asset classes and every stage of the fund lifecycle—from fund formation onward, advising on every type of fund and portfolio company transaction, regulatory, and litigation matter along the way. Our practice has a global footprint covering six continents and our practice and lawyers are ranked by Chambers Global and Chambers USA.

Our customized, innovative approach helps guide clients through new product development, cross-border transactions, and regulatory and compliance issues on behalf sponsors, funds, and investor groups across the sector. We advise fund sponsors and investment managers in forming new funds and managed accounts, assessing potential strategic arrangements and investment opportunities, and maintaining compliance with complex domestic and international regulations. We counsel institutional investors on structuring their global investment and training programs and represent them on their primary investments, co-investments, and secondary investments.

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Who We Serve

Hedge funds
Private equity funds
Registered funds
- Mutual funds
- Exchange traded funds (ETFs)
- Business development companies (BDCs)
- Closed-end funds
- Interval funds
- Variable insurance products
Investor representation
- Sovereign wealth funds
- Domestic governmental plans
- ERISA & Taft-Hartley plans
- Global pension funds
- Endowments and foundations
- Insurance companies
Real estate funds
Venture capital funds
Specialized funds
- Funds of funds
- Energy funds
- Infrastructure funds
- Special situation funds
Secondary funds
Credit funds
Collective investment trusts
Customized arrangements
Commodities pools and derivatives

Investment Management Transactions

Acquisitions and majority investments
- Asset and wealth management firms
- Domestic and cross-border acquisitions
Minority investments
- Traditional and alternative asset managers
- Minority investments and selling minority stakes
Sales
- Negotiated and competitive sale processes involving asset and wealth management firms
Spin-outs and lift-outs
Capital market and credit transactions
- Initial public offerings of asset and wealth management firms
- Leveraged lending and other capital markets transactions

Regulatory & Compliance

Form, register, reorganize, and represent investment companies, funds, investment advisers, investors, and wrap-fee program sponsors
All types of distribution arrangements
Representation before regulatory entities such as the US Securities and Exchange Commission, Financial Industry Regulatory Authority, US Department of Labor, US Department of Justice, UK Financial Conduct Authority
Private litigation and counsel on avoiding litigation
Compliance guidelines for regulated entities
Sales, acquisitions, and mergers of investment advisers and funds
Structure entities and transactions to avoid regulation and/or registration under the Investment Company Act of 1940
Tax and ERISA compliance

Commercial Litigation

Disputes and litigation
Complex investment claims
Shareholder disputes
Insolvency, reorganization, and recovery
- Global recovery strategies
- Hedge fund insolvencies
- Trading issues related to bonds issued by insolvent funds
Pension funds operations and investments
Disputes relating to private equity transactions
Complex cross-border fraud
Group and class action litigation related to mis-selling
Government levies and judicial review
Professional negligence claims
Disclosure and financial statement-related claims
Activist investor claims
Investor redress

Regulatory Investigations & Enforcement

Cross-border regulatory investigations and enforcement
- US Securities and Exchange Commission
- UK Financial Conduct Authority
- Other global regulators
Tax investigations
Internal investigations
Government-mandated investigations
Corporate governance and internal systems and controls
Fraud-related criminal investigations and civil litigation
White collar criminal investigations, including market manipulation, insider trading, disclosure, anti-money laundering, sanctions, privacy, and employment
Insolvency, reorganization, and recovery
Sector-wide and product-related reviews
Foreign Corrupt Practices Act and anti-corruption investigations, due diligence, risk management, and compliance

Bankruptcy & Restructuring

Creditor, investor, and trustee representation
Debtor-in-possession (DIP) and exit lending
Distressed debt trading
Distressed company representation
Investment fund company investor groups
Public bond and noteholder groups
Debt for equity exchanges
Amendments
Municipal bankruptcies
Insolvencies
Sovereign debt restructurings

Commodities & Derivatives

Exchange-traded commodity pools and private commodity pools
Futures, swaps, options, forex (FX), and cryptocurrency transactions and documentation
Derivatives regulation, legislation, compliance, and National Futures Association (NFA) examinations
Exchange, NFA, and Commodity Futures Trading Commission (CFTC) inquiries, internal investigations, and enforcement defense
Commodity Pool Operator and Commodity Trade Advisor CFTC registration
NFA membership and exemptions
Trading-related issues
- Trade practices
- Position limits and position aggregation
- Large trader reporting
- Swap reporting and clearing
- Onboarding to swap execution facilities (SEFs)
- Retail and eligible contract participant forex (ECP FX) transactions

Tax

Fund formation
Fund operations
Taxation of portfolio investments
Taxation of specialized vehicles, including mutual funds, ETFs, publicly traded partnerships, and real estate investment trusts (REITs)
Portfolio company mergers and acquisitions
Management company mergers and acquisitions
Planning related to secondary sales and purchases of fund interests
Planning for fund sponsors and management companies, including equity compensation and carried interest
Planning for tax-exempt investors, including Unrelated Business Taxable Income (UBTI)
Planning for non-US investors, including Effectively Connected Income (ECI) and Foreign Investment in Real Property Tax Act (FIRPTA) matters and matters related to non-US government investors, including sovereign wealth funds, under Code Section 892
Withholding and reporting compliance
Planning related to specialized industries, including real estate and infrastructure
Planning related to specialized investment types, including financial instruments

ERISA & Executive Compensation

Fund formation
ERISA fiduciary and prohibited transaction compliance
ERISA “plan assets” funds and master feeder structures
Fund operations and compliance
Fund marketing and distribution arrangements
Structuring of portfolio investments and specialized vehicles, including funds of one and custom/proprietary funds
Mergers and acquisitions
Investor representations and secondary sales
ERISA reporting and disclosure
Planning for fund sponsors and management companies, including equity compensation and carried interest
Collective investment trust and group trusts
Special considerations for defined contribution plan investors
Special considerations for governmental plans and other non-ERISA investors
Planning related to specialized industries, including real estate, infrastructure, hedge funds, and private equity
Documentation and compliance related to specialized investment products and types, including financial instruments and insurance products

Employment Litigation & Counseling

Background, criminal, and credit checks advice and litigation
Compensation plans and programs, including commissions and bonus compensation
Equal employment opportunity compliance
Employment policies and agreement drafting
Equal Employment Opportunity Commission, US Department of Labor, Office of Federal Contract Compliance Programs, and state agency claims
Diversity and inclusion advice and programs
Federal and state-specific employment regulation compliance
Fair Labor Standards Act and state wage-and-hour litigation and counseling
Individual employment disputes involving claims of discrimination, harassment, wrongful termination, wrongful denial of bonus, compensation disputes, and defamation
Whistleblower and retaliation claims, including under Sarbanes-Oxley, Dodd-Frank, the US Securities and Exchange Commission program, and other federal and state laws
Employee Retirement Income Security Act (ERISA) class actions and individual fiduciary breach and fiduciary liability litigation
Defense of government agency subpoenas, including from the Employee Benefits Security Administration related to ERISA-governed employee benefit plans and investments

Investor Representation

Representation of global institutional investors, including global pension funds, sovereign wealth funds, private foundations, funds of funds, family offices, corporate plans, university endowments, and other sophisticated investors
Advise on investments in private funds across all asset classes, including:
- Private equity funds
- Hedge funds
- Funds of funds
- Venture capital funds
- Credit funds
- Real estate funds
- Infrastructure funds
- Hybrid funds
- Secondary funds
Analyzing and negotiating fund documentation
Assisting in the launch of fund investment, direct trading, co-investment, direct equity, and debt investment programs
Structuring and forming funds of one, managed accounts and other customized investment arrangements
Developing joint ventures
Structuring the equity component of complex “warehouse” financing facilities
Representation of investors in buying and selling of private fund interests and direct investments in all types of secondary transactions, including structured transactions, stapled transactions, tender offers, and privately negotiated and auction styled transactions

Intellectual Property

Appeals
Licensing and joint development agreements
Patent litigation
Patent prosecution and counseling
Trade secret litigation
Trademark litigation
Trademark prosecution and counseling
US Patent and Trademark Office, Patent Trial, and Appeal Board proceedings, including inter partes reexaminations
US Patent and Trademark Office, Trademark Trial, and Appeal Board proceedings, including oppositions

Immigration

US immigration programs related to foreign national personnel
Recruitment and retention of foreign national personnel
Immigration-related matters
US Department of Homeland Security, US Citizenship and Immigration Services, and US Department of Labor issues
H-1B visas
L-1 visas
Labor certifications
Green cards
Immigration matters at US consular posts abroad
Outbound immigration matters for personnel traveling or working abroad
Immigration-related compliance issues
Form I-9
E-Verify
Auditing of immigration compliance
Immigration defense investigations and discrimination charges