Shipman & Goodwin LLP

  • Established in 1919
  • Firm Size 190
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Investment Management

Shipman & Goodwin provides practical legal advice to a wide range of private investment funds, fund managers and investors in connection with structuring, organizing and operating hedge funds, mezzanine funds, private equity funds, venture capital funds, SBICs, real estate investment funds and other investment entities. We also provide regulatory advice to investment advisers, broker-dealers and other securities professionals. Lawyers in our Private Equity/ Investment Management Group work closely with lawyers in the firm’s tax, ERISA, business and finance, employment, intellectual property, real estate, bankruptcy, estate planning and litigation groups, all of whom have significant experience dealing with the issues facing private investment funds and their investment managers and sponsors.

As legal counsel, our representation of private investment funds includes:

  • Structuring and documenting funds (e.g., private placement memoranda, subscription agreements, limited partnership agreements, limited liability company agreements, investment management agreements and fee deferral arrangements)
  • Advising fund managers on regulatory and ongoing compliance matters, including compliance under the Securities Act of 1933, Securities Exchange Act of 1934, Commodity Exchange Act, Investment Company Act of 1940, Investment Advisers Act of 1940, as well as the rules of various self-regulatory organizations, such as, FINRA
  • Counseling fund managers on employee compensation and incentive plans, retention, governance and control issues, retirement plans, and restrictive covenants, including noncompetition, use of track records, confidentiality and nonsolicitation of clients and employees
  • Providing tax advice, including with respect to unrelated business taxable income and effectively connected income
  • ERISA matters, including “plan asset” regulations and venture capital operating company exemptions
  • Negotiating side letter agreements with investors, including terms, such as, most favored nation clauses
  • Designing compliance programs, including anti-money laundering programs
  • Structuring the general partner entity and management company, including choice of entity and tax considerations and preparing the operative documentation governing the fund principals’ contractual arrangements
  • Providing advice on, and preparing SEC filings, including Forms 3, 4 and 5 under Section 16, Schedule 13D and 13G as well as other regulatory filings, including blue sky, CFTC exemptions, SEC and state investment adviser and broker-dealer registration
  • Advising on general corporate and securities transactions related to portfolio investments, private placements of common and preferred equity securities, PIPEs, distressed debt, confirmation agreements concerning derivatives, warrants and options, registration and other investor rights, various “hybrid” equity/debt securities and convertible and exchangeable debt securities, “SPAC” offerings, follow-on offerings, secondary offerings, and liquidity transactions, including mergers & acquisitions and public offerings
  • Representing institutional investors, such as, insurance companies and retirement funds, in connection with alternative investment strategies and limited partner investments
  • Advising limited partners on transfers and secondary transactions
  • Advising clients regarding director duties, indemnification and liability protection
  • Providing federal and Connecticut tax analyses
  • Providing sophisticated inter-vivos and testamentary transfer tax planning advice, including leveraged carried interest planning
  • Providing intellectual property advice, including trademark registration and enforcement
  • Advising principals and their funds on litigation matters related to securities enforcement actions, employment, bankruptcy, real estate and other matters

We have experience in organizing, structuring and representing:

  • Hedge funds, domestic and offshore, utilizing a wide range of investment strategies, including long/short equity, merger and convertible arbitrage, alternative energy, quantitative market neutral and other quantitative strategies, high-yield, carbon emission credit, emerging markets funds and commodity pools
  • Fund-of-funds, master-feeder funds, side-by-side funds and multi-strategy funds
  • Private equity funds, including leveraged buyout, SBICs, venture capital, mezzanine, real estate and fund of funds
  • Principal protected funds and other structured funds, including funds utilizing synthetic option or total return swaps

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Peer Reviews

4.6/5.0 (370 reviews)
  • Legal Knowledge

    4.6/5.0
  • Analytical Capability

    4.6/5.0
  • Judgment

    4.6/5.0
  • Communication

    4.6/5.0
  • Legal Experience

    4.6/5.0
  • 5.0/5.0 Review for Andrew Davis by a Partner on 03/05/14 in Environmental Law

    Andrew Davis is an attorney of the highest caliber. He understands the business objectives of his clients and works with them to achieve those objectives. He is skilled in explaining complex legal and technical concepts in a manner that is easy for... Read more

    Read more
  • 5.0/5.0 Review for J. Dormer Stephen by a Associate/Assistant General Counsel on 09/19/13 in Private Equity

    I am Assistant Vice President and Senior Counsel with a Fortune 500 company and have used Dormer on various M&A and private equity transactions. Dormer is an experienced business lawyer, highly knowledgeable about venture capital and private equity... Read more

    Read more
Peer reviews submitted prior to 2008 are not displayed.

Client Reviews Write a Review

Diversity

Shipman & Goodwin is committed to diversity and inclusiveness within the firm, the legal profession and the community. We value the unique backgrounds and distinct contributions of all individuals; our deep commitment is reflected in our efforts to promote understanding, advancement and empowerment.

Our firm management, Diversity Committee and other key members of the firm collaborate to emphasize action. We support ongoing initiatives to recruit, mentor and retain a diverse team of attorneys and staff. We sponsor organizations and develop events that share perspectives and raise awareness of diversity issues facing organizations and the community. We serve as leaders and partner with others to increase diversity in the legal profession.

 

Our Policy

 
One of our core values and objectives is to foster a diverse and inclusive workplace and to develop the outreach initiatives needed to ensure that such values and objectives are shared by everyone at our firm. Diversity, to us, means recognizing, accepting and including differences, such as race, gender, and sexual orientation. Our Strategic Plan recognizes that our continued success depends upon our ability to recruit, hire, train, mentor and retain excellent and diverse attorneys and staff. Maintaining an inclusive organization where all feel welcomed and empowered to succeed enables us to provide the breadth of experience and perspective that best serves our ever more diverse clientele and community.
 

 

Commitment

 
We have a tradition of supporting diversity initiatives both within and outside of the Firm. Among the first large Connecticut law firms to have a woman partner, we have been a leader in addressing and advancing women’s causes in the legal profession, and continue to have the highest percentage of female partners among large firms in Connecticut. We assisted in the formation of the Connecticut Lawyers Group on Minority Hiring and Retention in the late 1980s and were an original signatory of the Statement of Sixteen Connecticut Law Firms Regarding the Hiring and Retention of Minority Lawyers in January 1991. The principles of that Statement helped guide us in developing our hiring, mentoring and retention programs and policies to attract and retain diverse legal and non-legal personnel.

In 1993, we established our Diversity Committee, comprised of partners, associates and staff. The Diversity Committee’s original and ongoing mission includes three essential initiatives: (i) to act as a study group and to conduct programs to educate the Firm concerning diversity issues and to suggest diversity policies to implement at the Firm; (ii) to sponsor Firm-wide outreach activities and events, as part of our effort to increase the number of diverse attorneys at the Firm; and (iii) to act as a resource on diversity matters for the Management, Hiring, and Associates Committees, as well as other groups in the Firm. For 15 years, the Diversity Committee has pursued these initiatives and the Firm’s commitment to diversity and inclusiveness.

Together with other members of the Lawyers Collaborative for Diversity and diversity-based law school and bar organizations such as the South Asian Bar Association of Connecticut, the George W. Crawford Black Bar Association, the Black Law Students Association at the University of Connecticut School of Law, the Connecticut Hispanic Bar Association, the Lambda Law Society at the University of Connecticut School of Law, and the Connecticut Asian Pacific American Bar Association, we continue to work to make Connecticut an attractive environment for all lawyers and law students within which to thrive.

 

Diversity Team

 

Women at the Helm

Women attorneys and clients prosper at the firm. Nearly half our associates, 30 percent of our partners and many of our most valued clients are women. To celebrate this array of accomplished women, we are proud to present the Women at the Helm Breakfast Series. Our goal is to bring together diverse and talented women to share ideas and inspiration. At each seminar, a dynamic woman in business, government, medicine, education or the arts will share her insights and experience.

 

 

 

 

 

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