Private Equity and Venture Capital Entity Representation

My practice includes the representation of private equity and venture capital entities in connection with formation and fund investment transactions, investments and acquisitions for portfolio companies, and compliance with all federal and state securities laws and regulations. These services include matters such as:

Structuring and formation of private equity and venture capital funds, as well as hedge funds, including the negotiation of lock ups and exit strategies

Representing clients in capital raising activities and compliance with applicable securities laws in connection with these activities, including seed capital arrangements with sponsors

Negotiating terms of manager’s duties, obligations, and compensation

Advising and assisting clients in connection with registration requirements or exemptions from registration under the Investment Advisers Act of 1940 (registered investment advisers) , as well as corresponding state securities laws

Advising and assisting clients in compliance with broker/dealer registration requirements or exemptions from registration under applicable federal and state securities laws

For those entities which become registered investment advisors, assisting clients in establishing the policies and infrastructure necessary to comply with all applicable regulatory reporting requirements

Representing private equity and venture capital funds with the investments in, or acquisitions of, portfolio companies

Representing private equity and venture capital funds in connection with their ownership and operation of portfolio company, including advise relating to fiduciary duty and conflicts that may arise from their investments

Structuring and negotiation acquisition transactions for client’s portfolio companies

This representation includes, among other things:

Preparing the organizational documents for the various entities (i.e., limited partnerships, limited liability companies, etc.) to be used in the structure selected by the client (including side-by-side structures), including the terms relating to funding obligations, management fees, revenue share arrangements, lock-ups, redemption events, liquidity and capacity rights, and other fund-specific terms

Preparing and negotiating management and adviser agreements

Preparing the offering documentation for the fund’s capital raising activities in compliance with applicable exemptions from SEC registration

Prepare seed capital arrangements for hedge funds with their sponsors or early financiers

Preparing SEC filings as necessary, including registration as an investment adviser under the federal securities laws and the related Form ADV, form PF

Preparing and negotiating documentation for portfolio company investment or acquisitions

Preparing corporate documents on behalf of portfolio companies, as needed

Preparing and negotiating acquisition transaction on behalf of portfolio companies

With respect to capital raising activities by private equity, venture capital, or hedge funds, and investments by such entities into portfolio companies, my services for such transactions are described in greater detail at Private Equity and Venture Capital Transactions. With respect to acquisitions of or by portfolio companies, my services for such transactions are described in greater detail at Mergers, Acquisitions and Extraordinary Corporate Transactions.