Practice/Industry Group Overview
Sutherland guides clients through the maze of legal, tax and regulatory considerations when obtaining, utilizing and monetizing private capital.
Amid volatile markets and evolving laws and regulations, many companies view private capital as the best way to fund their needs and pursue new opportunities. Sutherland attorneys match clients with the right types of funding based on decades of experience and our work across the entire spectrum of the market. We guide our clients to success despite complex, ever-evolving rules that affect financing, trading and investment. Our firm has strong and deep practices in all areas critical to access private capital: corporate structuring, securities registration and exemption, tax, finance structuring, derivatives and regulatory compliance. Our attorneys advise start-ups to long-established national businesses.
When lending is tight and the public markets unwelcoming, private investment funds and other private sources of debt and equity can fill a void. We know banks and other financial institutions are not always the best fit or a viable option for some companies and we recognize that many strong companies prefer to remain private but still need access to capital. We understand the regulatory framework around capital raising issues and assist clients in addressing those issues in a clear and timely manner.
Our attorneys focus on results and getting the deal done. We strive to work collaboratively with the numerous other parties involved in private capital matters, including counsel to institutional investors, banks, placement agents and other financial institutions.
Range. Our attorneys work with clients across the entire range of private capital funding mechanisms, including early stage and angel investing, venture funds, hedge funds, mezzanine funds, leveraged buyout (LBO) funds, timber funds, real estate funds, small business investment company (SBIC) funds and business development companies. We understand the issues involved, including structuring issues, adviser compensation, carried interest and management fee issues, side letters, private placements, due diligence, domestic and offshore structuring, conflicts of interest, general solicitation, valuation, personal/insider trading and derivatives trading advising both general partners and limited partners.
Exceptional tax strength. Over the course of eight decades, our firm earned a national reputation for tax knowledge. We assist clients in choosing the most beneficial approaches to private capital from a tax planning perspective.
Industry and regulatory backgrounds. Our team includes former senior attorneys of the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and the U.S. Department of Justice (DOJ). This allows us to anticipate issues and leverage relationships.
Risk and compliance focus. Regulators and legislators have trained their focus on financial compliance issues. We help clients review and enhance risk management and other management compliance policies and systems to keep them out of the crosshairs.
We understand emerging industries. Our lawyers lead in the emerging fields of privacy protection, software procurement and technology licensing. We efficiently handle all of the challenges faced by young companies and the funds that fuel their growth.
Across-border experience. Sometimes, the most optimal types of financing can be found outside the United States. Our team is familiar with the laws, regulations and opportunities that can be found offshore.
Nuts and Bolts
Sutherland attorneys advise clients on the full range of private capital funding and matters, including:
- Private equity funds, venture capital investments and early stage companies
- Fund formation
- Evaluating investment opportunities
- Negotiating and documenting investment transactions
- Exits from investments
- Strategic alliances
- Executive compensation and option planning
- Intellectual property matters
- Leveraged capital
- Represent borrowers, issuers and underwriters
- Cash flow lending
- Asset based lending
- Highly leveraged financings, including leveraged buyouts, acquisition financings and recapitalizations
- Investment grade financings
- Sale/leaseback transactions
- High yield debt offerings
- Energy and project financings
- First and second lien financings
- Financial consulting and advisory programs workouts, restructurings and debtor-in-possession financings
- Mezzanine financings
- Hybrid debt/equity financings
- Cross-border financings
- Structured financings and securitization of real estate mortgages, corporate bonds, commercial loans and other financial assets
- Synthetic and leveraged leasing
- Investment Advisers
- Investment adviser registration process
- Marketing compliance for registered advisers
- Day-to-day compliance issues
- Exemptions and “status issues”
Sutherland’s private capital attorneys lead clients through all aspects of changing governmental regulations, as well as challenging business problems and unique legal issues. We simplify the legal and regulatory complexity, so that clients can devote time and energy to other issues.
Sutherland guides publicly traded private equity fund through leveraged buyout and strategic roll-up transaction.
Sutherland advised a publicly traded BDC in its simultaneous acquisition and roll-up of 23 regional consumer products brokerage businesses, including 14 through simultaneous reverse-triangular mergers.
Sutherland attorneys counsel private equity fund in $390 million purchase of franchise.
Our lawyers represented a large private equity fund in its $390 million acquisition of the Church’s Chicken franchise.
Sutherland represents medical device start-up.
Sutherland represented a medical device company in venture capital investments and in intellectual property licensing arrangements. The company focus is innovative cardiovascular devices.