Practice/Industry Group Overview
Mayer Brown has an extensive global Private Investment Funds practice involving more than 100 lawyers from across the firm’s worldwide practice areas. Our lawyers’ broad market experience enables fund sponsor, adviser and investor clients to structure funds and investments creatively and efficiently to maximize fund-raising flexibility and opportunities.
Our lawyers advise fund sponsors in connection with the structuring, marketing, regulation and operation of public and private investment funds in a range of jurisdictions worldwide, including emerging markets such as China, India, Central Asia and Africa.
The funds we have structured include limited partnerships, authorized and unauthorized unit trusts, and closed-ended and open-ended investment companies with a wide range of investment styles and objectives, including private equity, infrastructure, real estate, mezzanine and venture funds. Fund clients of the practice include major and boutique fund management companies, investment banks and insurance companies.
A core strength of the global investment funds practice is the provision of transactional and regulatory support for established funds, including advising on investments, secondary market transactions, leveraged financing, admission of new investors and recent and impending regulatory developments. Our lawyers also advise institutions seeking to invest in a wide range of established funds and funds in formation on the potential tax, regulatory and other legal implications of those investments.
The practice includes Mayer Brown lawyers from a variety of practices who work closely together to ensure readily available corporate and securities, finance, real estate, investment management, financial services regulatory and enforcement, ERISA and tax capabilities. We have offices in many of the jurisdictions in which our clients invest, and have established alliances with leading law firms in many other jurisdictions, thus enabling us to provide informed, comprehensive tax and other legal advice in connection with fund formation, structures, acquisitions and dispositions. Our broad market experience enables us to assist fund clients to plan and implement creative and flexible fund structures.
Mayer Brown regularly handles a wide range of global private investment fund matters, from the formation of multibillion dollar funds with global investors to the review and negotiation of fund terms for institutional investors. We advise fund sponsors on tax, structuring, securities, ERISA, banking, communications and other regulatory issues in connection with the structuring and offering of their domestic and offshore funds. The funds we represent include closed-end and open-end direct funds, fund-of-funds, master-feeder parallel funds, and multi-manager investment funds. They include the full range of investment styles and objectives, including:
- Leveraged buyout funds
- Venture capital funds
- Infrastructure funds
- Real estate funds
- Mezzanine funds
- Hedge funds
- International funds
- Opportunity funds
- Commodity funds
- Risk arbitrage funds
- Absolute return funds
- Collateralized loan and bond funds
- Distressed debt funds
- Emerging markets funds
- Other sector funds
We are also involved with innovative private fund products, such as insurance-wrapped funds and private funds that increase their potential investor base by registering under the US Investment Company Act of 1940.
We have offices in many of the jurisdictions in which our clients invest, enabling the provision of local law and tax advice in connection with fund formation, structure acquisitions and dispositions. In addition to our extensive US-based fund work, lawyers in our European offices have experience in structuring and establishing funds in England, Ireland, the Channel Islands, France, Luxembourg and Germany, and handling fund listings on the Irish Stock Exchange, the Luxembourg Stock Exchange and elsewhere.
Representation of Fund Sponsors
We represent fund sponsors in the organizing and raising of private funds that range in size from US$100 million to several billion dollars in capital commitments. Our familiarity with investor and fund-raising market issues, combined with our broad substantive and geographic capabilities and our practical approach, enables us to help clients to market and close substantial funds despite difficult fund-raising market conditions.
We recognize the importance of structuring the participation by the fund principals and other insiders to maximize their after-tax returns and to align their interests with fund objectives. We have extensive experience in creating complex investment programs, leveraged co-invest programs and other tax-advantaged and estate-planning investment structures for principals of the fund sponsor, as well as for officers and employees of the sponsor and financial institutions affiliated with the sponsor.
After the closing of a fund, we advise our fund clients in connection with portfolio investments, which often, depending on the nature of the fund investments, require support from a variety of our leading practice and industry groups.
Representation of Many Leading Fund Investors
We represent a number of leading investors in their private investment fund investments, including private and government pension plans, financial institutions, universities, sovereign wealth funds and other foreign investors, insurance companies, religious and charitable organizations, high net worth individuals and family businesses. Our lawyers have developed efficient methodologies to analyze and review private investment fund terms for our investor clients. Because of our work with a wide variety of private investment funds, we are able to quickly advise investors as to market terms and practices and the customary range of solutions to issues that arise.
Portfolio Company Transactions. We are one of the world’s leading international legal advisers to private equity funds and their portfolio companies and management teams in private equity investments and exits. We have represented private equity clients in management and leveraged buyouts, follow-on acquisitions, real estate investments, public-to-private transactions, private investments in public companies, seed and venture capital investments and all forms of exit transactions including auction sales, recaps and IPOs.
General Corporate and M&A. The firm has more than 300 lawyers in our Corporate and M&A Practice. We represent a broad spectrum of public and private companies, including many Fortune 500 and FTSE 250 companies, as well as private investment and leveraged buyout firms, joint ventures, individuals and institutional investors in connection with mergers, acquisitions, divestitures, joint ventures and strategic alliances.
The broad-based expertise of our UK practice includes acting for both sponsors and investors across a range of asset classes and investment styles, including private equity funds, real estate funds, debt/credit funds, infrastructure funds and hedge funds. The geographic reach of our global platform allows us to field multijurisdictional teams and to support clients on cutting-edge, complex and international projects.
Our French and German practices combine an intimate knowledge of their local laws and markets with the resources of a major international practice to provide advice on a full range of domestic and cross-border transactions, as well as all aspects of French and German business law. Chambers Europe stated that the Paris office “brings together an in-depth knowledge of the French corporate environment with the resources and expertise of a major US law firm, to provide specialized advice on domestic and cross-border transactions.” Clients in Chambers Global praise the team’s European credentials, noting the firm’s capabilities in France and Germany.
Senior Debt Finance. Our senior debt and acquisition finance lawyers represent many of the most active financial sponsors and money center lenders and investment banks that provide related bank debt and high-yield financing to private equity representation of senior and subordinated lenders in leveraged buyouts, recapitalizations, restructurings and other change-of-control financings.
High-Yield and Debt Securities. Our high-yield work has involved a large number of project financings, new issuances and refinancings, as well as restructurings and consent solicitations. We represent a variety of underwriters and issuers in the Rule 144A market and otherwise in connection with the offering of high-yield debt securities.
Employment. Executive compensation, employment and ERISA issues frequently arise in private equity transactions, and employment issues can be among the most contentious aspects of complex acquisitions and exits. With our in-depth understanding of pension, benefits and personnel issues, our team can create effective executive retention and investment programs and executive employment arrangements.
Tax. Our global private investment fund team includes members of Mayer Brown’s internationally recognized Global Tax practice, which provides tax planning and structuring advice in connection with private equity investments and dispositions, including advice to management teams to help motivate them to achieve the best results in their portfolio companies.
Regulatory Practice. Mayer Brown offers a broad global financial services regulatory and enforcement practice involving lawyers in the Americas, Asia and Europe who work with leading global financial services firms to provide thoughtful and creative solutions to complex issues. This experience, coupled with our geographic scope, enables us to advise our private fund clients on a wide range of increasingly complex investment management, regulatory, tax and other legal issues that affect private funds and their sponsors and investors. We counsel our clients in virtually every interaction they may have with a regulatory agency. This includes preparing and filing registration statements and forms for licenses, and negotiating with regulators about everything from customer complaints to regulatory inspections to administrative actions.
We provide ongoing counsel on compliance issues affecting investment advisers, broker-dealers and commodity pools and advice on compliance with specific laws and regulations applicable to broker-dealers. We regularly advise our clients as well as other industry participants on emerging regulatory issues, including ERISA and pension issues, securities registration exemptions, privacy regulations and Sarbanes-Oxley and Patriot Act compliance. Some of the topics about which we regularly advise our private hedge fund clients include soft dollars, private offerings and the use of the Internet, new issues regulation, capital introduction programs, anti-money laundering regulation compliance, performance advertising issues, the Sarbanes-Oxley Act, trade allocations, Forms PF, 13D, 13G, 13H, 3, 4 and 5 filings and privacy regulations. A number of our lawyers previously worked with the regulatory agencies that oversee the private fund business, and we are frequently consulted by those agencies as they review and consider changes to fund regulation.
Practical Market Knowledge
Our lawyers not only possess outstanding legal qualifications, but also have a broad understanding of investor-specific issues, including side letter provisions, the trend towards the requisite public disclosure of fund results, preferred return, management fee and carry terms and calculations, and investor demands for greater protection for clawback claims. Our experience and global perspective provide insight into the market terms, trends and emerging issues in the private investment fund market, and our representation of leading institutional investors and “gatekeepers” for private investment funds enables us to anticipate major issues and investor initiatives and to better structure market-tested solutions.