Practice/Industry Group Overview
Phillips Nizer’s Fund Formation & Investment Management Practice Group represents a broad range of funds, fund managers and investors in connection with onshore and offshore funds, including hedge funds, real estate funds, commodity pools, venture capital funds, private equity funds, and specific focus funds. We have worked with private investment funds that utilize a broad range of strategies as part of their investment programs including: long/short equity, private investments in public equity (“PIPEs”), special purpose acquisition companies (“SPACs”), reverse mergers, distressed debt, event driven, real estate, bridge financing, asset-based lending and shareholder activists strategies. Our corporate attorneys work closely with those lawyers in the firm who focus their practice in securities, tax, partnership, employment, ERISA, and real estate law, as well as offshore law firms, in order to make certain that these funds are structured properly to obtain the business, tax and investment goals of their principals and investors. Our attorneys have represented funds ranging in size from “friends and family” start-ups to mature multi-billion dollar funds. Overall, our practice group seeks to provide comprehensive, cost-effective solutions to our clients, both domestically and globally.
We counsel clients on the structure, formation, and operation of domestic and offshore fund entities with respect to corporate, tax and regulatory concerns, taking into account the size, nature and jurisdiction of the fund and the type of investors the fund is targeting. We are well versed in the ever-changing regulatory scheme that impacts private investment funds under the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act; the Investment Advisers Act of 1940, the Investment Company Act of 1940, and state securities laws. Our services include the preparation or review of fund formation and offering documentation, including:
- fund manager level organizational agreements
- fund-level organizational agreements (i.e., limited liability company or limited partnership agreements)
- private placement memoranda
- subscription documents
- “blue sky” state securities filings
- investment management agreements
- agreements with third-party service providers, such as prime brokers or administrators
For the fund manager, we provide representation with respect to registration as a commodity pool operator and commodity trading advisor under the Commodity Exchange Act, and registration as an investment adviser under the Investment Advisers Act of 1940 and at the state level. We also structure employment, compensation and benefit arrangements for fund principals and employees, with a long-term view as to the problems that can arise over the life of the relationship between fund principals and/or their employees. Lastly, we provide representation in connection with leasing and other real estate issues a fund or fund manager encounters in setting up its office.
Transactional Matters and Ongoing Operations
In addition to fund formation, we handle a wide variety of transactional matters related to the ongoing operational activities of funds and/or fund managers:
- amendments/restatements of the fund-level agreements, as needed
- general corporate matters of fund, fund manager, and other entities in the fund complex
- transfers of fund interests
- SEC filings and any other required stock exchange filings
- mergers and acquisitions involving portfolio companies
- financing rounds for portfolio companies (i.e., venture capital funds)
- real estate transactional work (for fund or portfolio properties) and any ongoing leasing issues
- labor, employment and compensation issues (fund manager)
- litigation, regulatory and enforcement actions facing the fund, its portfolio investments and/or the fund manager (including advising on the relationships between funds, investors, advisory boards, fund principals, employees, and service providers)
- mergers and acquisitions of investments adviser firms
Investment Adviser Matters
Representation of investment adviser firms involves all aspects of federal and state registration and compliance matters, negotiation and/or review of investment management agreements, custodial agreements, policies and procedures manuals and other general corporate matters. We will work with compliance consultants to help implement a cost-effective strategy, with an eye towards scalable compliance solutions.
- Interdisciplinary Approach – we have a variety of practice areas critical to a fund’s formation and ongoing operations “under one roof” (i.e., Corporate, Securities, Tax, ERISA, Regulatory Defense, Real Estate, and Employment, among others), which enables us to provide a truly interdisciplinary approach and to serve as a “one stop shop”, full service law firm. This sets us apart from many of the “boutique” law firms in the same category.
- Experience – we have years of combined experience with many different kinds of private investment funds and investment vehicles, including hedge, real estate, commodity pools, venture capital, private equity, and special focus funds (i.e., asset-based lending, special situation, or secondary funds).
- Cost-effective - emphasis on staffing “lean”, without unnecessary redundancy of partners and associates and without compromising our firm’s 80 plus year philosophy centered on providing excellent service.
- Focus - particular emphasis on “start-up” funds and funds with under $150 million in assets under management.
- Relationships – we have relationships with a wide variety of service providers, including prime brokers, fund administrators, placement agents, accountants, IT providers, and offshore law firms, among others, that can assist you with the formation process and ongoing operations.