Drawing on our experience in a range of market sectors and investment strategies, we provide a full range of advice to clients in the global private investment funds industry. We advise fund sponsors and managers in forming new funds and managed accounts, assessing potential strategic arrangements and investment opportunities, and maintaining compliance with complex local 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.
We represent global buyers and sellers of private fund and portfolio company interests in the secondary market. We also represent institutions in many varied special arrangements, including customized investment funds, separate accounts, joint ventures, seed arrangements, and myriad other structures and products.
Working from offices in the United States, the United Kingdom, Dubai, Germany, China, and Japan, our investment management team includes more than 30 former officials from the US Securities and Exchange Commission (SEC), the Internal Revenue Service (IRS), the Financial Industry Regulatory Authority (FINRA), and other oversight bodies. Our practitioners draw on this experience to counsel clients on making investments and staying compliant at a time when private funds are under heightened regulatory and investor scrutiny.
Our lawyers advise managers, investors, investment advisers, brokers, administrators, and custodians on an array of funds, including:
We work closely with clients to achieve their business objectives on a wide range of complex and innovative matters, including the following:
Ensuring compliance with relevant US laws such as the Securities Act of 1933, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Commodity Exchange Act, the Internal Revenue Code, and the Employee Retirement Income Security Act (ERISA), as well as the laws of various international jurisdictions, including the European Union’s developing Alternative Investment Fund Managers Directive (AIFMD).
We help clients create and manage a full spectrum of private investment funds. Our team works with fund sponsors on nearly every continent and in all major markets including North America, Latin America, Europe, the Middle East, and Asia.
For each client, we advise on business, tax, and regulatory issues associated with fund management. We counsel sponsors on fund organization, domicile selection, and fee and compensation structures, assisting clients with investor negotiations and guiding them through the stages of fund investment. We also help clients structure the ownership of general partner entities and management companies, and their relationships with their funds.
Our team draws on the experience of our knowledgeable investment management, tax, and ERISA practitioners to counsel fund sponsor clients on legal and regulatory issues affecting investment companies, investment advisers, broker-dealers, and commodity traders.
Our team is a global leader in representing many of the largest (based on dollar commitments) institutional investors in the world in connection with their investments in a range of global private investment funds. Our investor clients include public pensions, private foundations, endowments, funds of funds, family offices, and other sophisticated investors. We advise on investments in private funds across all asset classes, including funds of funds and private equity, hedge, venture capital, mezzanine, distressed debt, clean-tech, corporate governance, real estate, infrastructure, and hybrid funds. We have represented investors in more than 500 private investment fund transactions in each of the last 10 years.
Our representation of these clients includes not only analyzing and negotiating fund documentation, but also working on special assignments such as assisting in the launch of their fund investment, direct trading, co-investment, direct equity, and debt investment programs; forming “captive” funds and other customized arrangements; developing joint ventures; and structuring the equity component of complex “warehouse” financing facilities. We also represent many of these clients in their managed accounts and secondary transactions.
Our team advises private equity and venture capital fund sponsors on investing in portfolio companies and on forming new funds. We counsel clients on planning investment strategies, including buyouts, distressed assets, and various sector funds such as mezzanine, real estate, infrastructure, healthcare, and energy. We advise on all phases of the fund formation process, negotiating with lead limited partners, structuring equity and retention arrangements for fund principals, and helping funds distribute gains to investors.
For venture capital firms, Morgan Lewis plays a strategic role in the day-to-day operations, guiding them on their path to success. Our experience within industry-specific areas, including clean technology, energy, software, wireless technology, Internet, and life sciences, provides us with a depth of knowledge concerning portfolio companies that venture capital firms require. By representing these portfolio companies, we understand the strategies essential for success—those that will lead to a return on a client’s investment.
We represent hedge funds and their managers located around the world, from promising startups to well-established funds. Our lawyers represent six of the 10 largest global hedge fund managers (based on assets under management) and more than 350 additional managers (more than 50 of which manage assets in excess of $1 billion).
We assist clients in the financial services industry with all of their needs, including ERISA compliance; commodities and market regulations, SEC and UK Financial Conduct Authority compliance and enforcement, securities, and derivatives; and tax, employment, immigration, and intellectual property matters. We also represent clients in virtually every stage of product structuring, and with fund formation, managed accounts, capital raising, and capital investment. Our hedge fund clients also rely on us to represent them in a variety of transactions, including seed and other strategic arrangements and a variety of investments for their funds such as activist and distressed investments.
We represent all types of US domestic and offshore hedge funds, including customized and captive funds, co-investment funds, crossover funds, funds of funds, and master-feeder funds.
We recognize that our hedge fund clients operate in a fast-paced environment and we have deep benches of lawyers responsive to their needs. Our hedge fund clients also rely on us as they expand the products they offer beyond traditional private funds to include “liquid alt” funds, undertakings for the collective investment in transferable securities (UCITS), collateralized loan obligations (CLOs), co-investment vehicles, and other structures.
We represent six of the 10 largest funds of funds in the world in connection with fund formation, enterprise structuring for general partner and management company entities, and investments into underlying funds. We provide a full range of legal services to our funds of funds clients, ranging from those involved with broad-based, multistrategy, and multimanager funds, to managers of more focused funds tailored to specific strategies with a smaller number of portfolio managers. We assist funds of funds investing in private equity, hedge, real estate, infrastructure, and other types of funds. We advise on fund formation issues, securities- and tax-related matters, and regulatory issues including ERISA compliance.
We represent sponsors forming real estate funds focused on all aspects of the global real estate market, as well as investors in real estate funds and funds investing in real estate. We represent financial institutions, real estate developers, real estate service providers, investment banks, and real estate funds in connection with the formation of real estate funds targeting many classes across the real estate industry, including residential and commercial assets, development and construction, land use, hospitality and leisure, and real estate debt and equity capital markets including real estate investment trusts (REITs).
Our representation of investors includes analyzing and negotiating real estate fund documentation, as well as working on novel investment approaches such as forming “customized” real estate funds, joint ventures, and co-investment platforms. We also represent public pension plans and other investors in structuring real estate separate accounts, direct investments, co-investments, and secondary transactions.
Our team regularly represents clients in their direct investment into a broad range of real estate assets, including office buildings, shopping centers, hotels, urban mixed-use developments, and multifamily housing, as well as the acquisition and financing of infrastructure and energy-focused assets. Our team has a unique strength in its ability to structure and manage transactions involving numerous properties in multiple jurisdictions.
We advise regional and international sponsors and investment banks on the structuring and documentation of Shari’a-compliant investment and structured products. Our clients include investment managers that exclusively operate and manage Shari’a-compliant funds as well as those seeking to diversify their capital base by tapping into an alternative source of liquidity.
We have particular strength advising on the structure and formation of Shari’a-compliant feeder and parallel vehicles for investments into a variety of asset classes including real estate, private equity, venture capital, credit, secondaries, funds of funds, and hedge funds. We also assist institutional investors with structuring investment solutions for investments into conventional funds and bespoke investment platforms in a Shari’a-compliant manner.
With more than 20 years of experience in this sector, we have a command of the issues at play when integrating Shari’a principles into private placement and securities transactions backed by assets in non-Islamic jurisdictions—including in the United States, Germany, and Luxembourg—as well as Middle Eastern countries that have in recent years introduced Islamic commercial and financial laws—including in Oman, Jordan, and Egypt.
Our understanding of the legal nuances in this space enables us to analyze existing legal frameworks to assess their impact on our clients’ Islamic finance and investment transactions. In some instances, we have discussed amendments to existing laws, or the need for standalone Islamic laws, with the relevant authorities and commercial parties, as well as having lawyers serve on governmental and international bodies (including the International Monetary Fund) entrusted with promoting Islamic banking. We also work very closely with all of the leading Shari’a scholars and scholarly firms, and can help our clients assess the compatibility of their structures with Shari’a.
Morgan Lewis is a trusted advisor to clients in the secondary transaction sector and a leader in representing institutional investors as they buy and sell private fund interests. We offer one of the most comprehensive secondary transaction teams in the world based on our varied experience and involvement in a broad range of transaction structures, market instruments, asset classes, and jurisdictions.
In every transaction, clients rely on us to look out for both their short- and long-term interests. We are adept at structuring innovative secondary market transactions and assessing the legal issues and market terms; assisting with the formation of virtually every type of fund; advising on secondary acquisitions and sales of private fund interests and direct investments, both public and private; and drafting and negotiating contractual arrangements with intermediaries. We guide clients through every stage of a transaction and tailor our counsel to individual needs, including assistance with structured transactions, restructurings, leveraged acquisitions, special purpose vehicles, and other situations in all major global tax jurisdictions.
Many of the largest, most active global buyers and sellers turn to Morgan Lewis to achieve their secondary transaction objectives. In the past few years alone, we have represented buyers and sellers in more than 200 secondary private fund transactions involving nearly 3,200 interests in private funds (across various asset classes) for an aggregate transaction volume (initial purchase price plus unfunded capital commitments) in excess of $32 billion. We also have represented general partners in many sponsor-led deals, such as fund recapitalizations, tender offers, fund restructurings, and other secondary transactions.
From our offices around the world, Morgan Lewis’s skilled secondary transactions team assists many of the most active clients in the secondary industry. We strategically navigate clients through portfolio and single-asset deals, sponsor-led restructurings, tender offers, stapled transactions, co-investments, leveraged acquisitions, and complex structuring. We are also actively involved in the formation and administration of secondary funds and all other types of global private funds. We advise on all aspects of fund organization, including lead and incubation investment negotiations, domicile selection, registration exemption, and fee compensation structures.
We advise investors, general partners, investment advisers, brokers, administrators, and custodians on all types of private funds, including the following: