Practice Area

Investment Funds


The Investment Funds practice group is an interdisciplinary team of attorneys who focus on formation and management of private investment funds and representation of fund sponsors, managers, advisors, and investors. We provide legal counsel in all relevant areas, including fund structure, tax planning, securities laws, internal ownership and control, regulatory, and other legal matters.

Fund formation and management

Our practice group focuses primarily on private investment funds that are exempt from registration under the Investment Company Act of 1940, including hedge funds, private equity funds, venture capital funds, debt funds, private real estate funds, secondary funds, and co-investment vehicles. We are experienced in the formation of an array of fund structures, including limited partnerships, limited liability companies, fund of funds, as well as “blocker” entities, and offshore “feeder” funds in various jurisdictions.

We assist independent sponsors with sourcing, structuring, and negotiating investment/acquisition and financing transactions, including preparation of term sheets and letters of intent, private placement memoranda, and acquisition and financing documentation, as well as compliance with securities laws and other legal requirements. After fund investment, our firm often acts as general counsel to portfolio companies, assisting the operating team to execute on its business plan. Finally, we assist with exit transactions, distribution of proceeds, and winding-up investment vehicles.

We have particular experience assisting venture capital and private equity funds with their investment activities. Our involvement begins with acquisition or investment documentation, proceeds to performing due diligence on target portfolio companies, and carries on to actual investment or acquisition. Following investment, we help our clients manage their rights and obligations, as well as provide guidance and legal advice with respect to exit transactions, whether through a secondary sale or other disposition of securities, a sale of the portfolio company, or an IPO or other public offering.

We regularly represent purchasers and sellers of investment fund interests in the active secondary market. Our experience in this area ranges widely and includes negotiating and managing large portfolio purchases and sales, representing fund general partners in connection with requests from limited partners to transfer interests, restructuring or off-shoring individual fund interests, and creating and executing tax and regulatory compliance strategies.

Investor representation

We represent a wide range of investors, including fund principals, limited partners, seed investors, asset managers, strategic investors, co-investors, high net-worth individuals, institutional investors, and family offices in their review of funds – whether passive investors needing help evaluating existing fund terms, or large, lead investors seeking to prescribe fund terms, including negotiation of side letters. Our experience and our efficient review processes help identify and resolve economic, regulatory, tax, and other areas of concern for investors.

Investment fund sponsors and their current and prospective investors are increasingly turning to co-investment structures when executing portfolio investments. From club deals among sponsors to smaller debt or equity co-investments by institutional or high net-worth investors, we routinely advise on structuring co-investments and other strategic alliances among investors, including the tax, regulatory, control, and economic issues presented by these transactions.

Regulatory compliance

We assist private investment funds to comply with applicable legal and regulatory restrictions and procedures governing formation, fundraising, investments, and operations, including federal and state securities laws, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Dodd-Frank Act, and the USA PATRIOT Act.

To discuss our Investment Funds expertise and services, please contact Brian Sullivan at 919.865.2838 or