Manatt, Phelps & Phillips, LLP

Private Equity

Manatt lawyers represent funds, investors and portfolio companies in private equity transactions ranging from billion-dollar acquisitions to middle-market deals. We work with constituents of private equity funds and their portfolio companies at all stages, from fund formation to investment transactions to dispositions in the public and private marketplace. We understand how our private equity clients think and operate, and work with them as business partners. Our approach to leading private equity transactions is proactive—we anticipate the needs of the deal and the transacting parties, and respond swiftly to help clients execute transactions timely and cost-effectively. We understand industry sectors and the regulatory overlay in which private companies and their investors operate, which allows us to provide formation, investment, finance and disposition counsel that is informed by the market, addresses the investment objectives of the private equity sponsor and conforms to the business realities of the portfolio company and its industry.

Private Funds
Manatt is uniquely positioned to serve its clients in connection with the organization and operation of private equity, hedge, buyout, mezzanine debt, real estate and other funds, as well as their advisors and managers. Our clients range from boutiques to some of the largest and most well-known private equity firms. Our expertise is as diverse as the focus of our clients’ funds. We pull together multidisciplinary, industry-specific teams to address the particular needs of our fund clients. Our corporate, securities and mergers and acquisitions attorneys work closely with specialists in real estate, tax, healthcare, environmental, advertising, entertainment and intellectual property groups to provide our investor clients with market-based advice on a real-time basis.

Fund Sponsor Representation
Manatt provides a complete range of services to private equity investors at all stages of the investment cycle and in all types of private equity transactions. These include leveraged buyouts, private investments in public companies, strategic joint ventures, cross-border transactions, senior and mezzanine debt financing and mergers and acquisitions. We represent funds and individual investors in connection with their portfolio investments, from serving as lead counsel on complex mergers and acquisitions to counseling individual investors on minority investments.

Leveraged Buyouts
Manatt regularly advises funds, sponsors, lenders and other participants in all aspects of leveraged acquisitions and related transactions, from single-lender transactions to multi-lender, multi tranche financing structures involving layers of senior, subordinated and mezzanine financing.

Senior and Mezzanine Debt
We arrange and execute debt transactions using complex cash flow and asset-backed lending techniques, high-yield and convertible debt offerings, private placements of senior, subordinated and mezzanine debt securities and innovative seller financing techniques. This expertise encompasses significant cross-border financing expertise and regular representation of lenders and debtors in restructurings and bankruptcies.

Minority Investments
We often counsel minority investors who, while not always driving deal terms, nevertheless need counsel in formulating structures and protective provisions that shield their interests from undue dilution or loss of control. Our extensive experience assisting clients in corporate finance transactions involving preferred stock, subordinated debt and other types of securities allows us to counsel such clients with a unique focus on their particular needs.

Management Compensation
Our private equity lawyers work closely with our executive compensation partners to ensure that our investor clients engage and properly motivate their portfolio company management teams. Accordingly, we help structure, draft and negotiate management compensation packages, stock-based incentive plans and appropriate restrictive covenants for these clients.

Specialized Industry Expertise
Our private equity practice is fully integrated, and includes attorneys from all of Manatt’s industry-focused practice groups. These include specialists in the aerospace, consumer products, banking and finance, energy and cleantech, entertainment, advertising and media, healthcare and technology industries, among others. Our deep knowledge and experience in these very specialized, often heavily regulated industries allows Manatt lawyers to provide clients with a complete suite of legal services based on our uncommon industry knowledge.

Fund Formation
Manatt lawyers have extensive experience structuring funds and management companies in order to maximize their operational flexibility and tax efficiency while addressing applicable state and federal regulation and the demands of fund investors. We represent the management companies of private equity sponsors in connection with their formation, firm management, investor relations and regulatory and compliance issues. We involve ourselves in all phases of the fund formation process, including:

Fund Sponsor Representation
We have represented fund sponsors in forming the full range of private investment funds, including private equity funds, hedge funds, real estate funds, leveraged buyout funds, mezzanine funds and many other private investment vehicles. Our substantial experience in this area includes the structuring and creation (with local counsel) of offshore funds in various international jurisdictions, as well as the formation of industry-specific funds. Our fund formation specialists assist institutional investors, corporations, pension funds and university endowments in structuring innovative management and economic arrangements that reflect our knowledge of securities rules.

Manager and Advisor Representation
Our private equity group also provides services to our fund manager clients in other areas, such as internal partnership arrangements, regulatory compliance, tax planning and corporate governance. We have experience in fund management company acquisitions, financings, distressed advisor transactions and secondary transactions. Our experience advising fund managers enables us to anticipate and quickly identify significant issues, and develop innovative and practical solutions to complex tax, cash flow, succession, separation and other issues.

Limited Partner Representation
Our fund formation group regularly works with institutional investors in their investments in private equity, buyout, venture, hedge and other funds. These investors include financial institutions, public and private pension funds, university and other endowments, insurance companies, funds of funds, charitable organizations and family offices. As always, our goal is to assist investors in reviewing potential fund investments in order to identify and address each limited partner’s regulatory, financial, tax and other concerns.

Regulatory Advice
Manatt also helps investment advisors, broker-dealers and other financial service providers map out, plan for and navigate the increasingly burdensome regulatory obligations applicable to public and private investment funds and their management companies.

Diversity at Manatt

Manatt considers diversity to be a fundamental component of our institutional identity. As a law firm, we have a professional responsibility, and as individuals, we have a personal responsibility to our respective communities. Incorporating diversity into our culture allows us to enhance the high-quality, creativity and excellence in legal services that our clients have come to expect.

Manatt has invested a significant amount of human and financial resources in our own diversity program. Our philosophy is simple: include women and minority lawyers at all levels of Firm leadership and promote diversity in the legal profession through our support and active involvement in various minority civic and bar organizations.

The mix of our minority and women attorneys has consistently exceeded the national average among the country's top law firms. Our talented mix includes minority and women lawyers serving as heads of offices, members of the firm's Board of Directors and management team, and chairs of some of the firm's most important practice groups.

Inclusive Culture
Our progressive culture allows us to maintain a growing mix of women and minority lawyers, and the results illustrate this commitment.  The American Lawyer ranked our Firm 29th (in the top 12%) on its Diversity Scorecard for the largest 250 law firms in the country for 2009.  Multi Cultural Law Magazine included our Firm on its 2008 lists of the Top 100 Law Firms for Diversity, Top 25 Law Firms for Asian Americans/Pacific Islanders, and Top 25 Law Firms for Openly Gay/Lesbian Americans.

Despite our progress and diversity success, we can do better.  Our challenge extends far beyond exceeding national averages.  Our plan cannot succeed if we focus only on recruiting minority and women attorneys.  The true challenge and measure for achieving success lies in creating and preserving an inclusive environment where our minority and women lawyers will stay, progress, prosper and succeed.  We have implemented a formal diversity program designed to enhance our recruiting and retention of diverse attorneys through an executive mentoring program intended to cultivate personally and professionally meaningful relationships between our diverse lawyers and our partners. 

Our commitment to diversity exists in a living document – a plan – that is concrete, easy to understand and publicly available.  The plan demonstrates to every law school student, lateral associate candidate, lateral partner candidate, recruiter, existing client, and potential client that we are serious about creating a workplace that mirrors the breadth of the communities where we and our clients live and work.

We focus on the following key areas to accomplish our mission.

Targeted Recruitment Effort
At Manatt, recruiting women and minority attorneys does not end on law school campuses. Our recruiting efforts focus on locating talented women and minority lawyers at all levels. At law schools, we seek out and interview students who share our core values in ways shaped and enhanced by their own experience. Manatt's 2005 Summer Program was the most diverse in the Firm's history. Our nine 2005 Summer Associates included two African-American students, three Hispanic students, one Asian-American student and three Caucasian students. Five of these nine students were women.

Mentoring as a Cornerstone
Minority attorneys who join Manatt as new or lateral hires immediately become the focus of a mentoring program. They are paired with senior attorneys who take an active role in encouraging their career development. Mentors actively work with their protégés, helping them form business plans and involving them in firm-wide marketing and development opportunities. Management holds mentors accountable for their roles and their protégés' progress at the Firm, including reviewing their efforts as part of the evaluation and compensation process.

Access to Opportunity
Success is a matter of talent and opportunity. At Manatt, we believe that the key to retaining talented minority attorneys -- and therefore the key to the success of our diversity efforts -- is providing a distinctive experience that offers clear access to professional accomplishment. We provide women and minority attorneys with important responsibilities and leadership opportunities in client development activities, complex litigation, large transactional matters and high-profile community and civic organizations. We also encourage and support minority and women attorneys who take leadership positions within the firm and outside in the community at large.

Long-Term Commitment
We challenge ourselves to make our young lawyers feel valued, involved and invested in the future of the firm. We know that they will eventually occupy the most important financial, management and executive positions at Manatt. Our professionals thrive in an atmosphere that encourages and supports responsibility, ambition, and entrepreneurship. We offer true opportunity equal to individual commitment to success and advancement. That's the history of opportunity at Manatt, where professionals with talent and drive are rewarded with a nurturing, dynamic and energizing climate.

Promoting Diversity
Promoting diversity in the legal profession requires both an investment of money and time. Our women and minority attorneys are prominently involved and hold leadership positions in some of the most important minority civic and bar organizations in the country including:

• Asian Americans of Equality
• Asian Pacific American Legal Center
• Black Entertainment and Sports Lawyers Association
• California Association of Black Lawyers
• California Black Chamber of Commerce
• California Women's Law Center
• Chilean Association of Attorneys
• D.C. Commission on Asian & Pacific Islander Affairs
• Hispanic National Bar Association
• Inner City Law Center
• International Human Rights Committee of the Association of the Bar of City of New York
• Korean American Bar Association
• Korean American Coalition
• L.A. Conservation Corps
• La Raza Galeria Posada
• Legal Aid Foundation of Los Angeles
• Los Angeles Urban League
• National Asian Pacific American Bar Association
• NOW Legal Defense & Education Fund Board
• Southern California Chinese Lawyers Association
• The Association of Women in International Trade
• Women Lawyers Association
• Women's Bar Association of District of Columbia
• Women's Forum of Washington D.C.