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Shulman Rogers is an area leader in the formation of private funds.  We regularly represent domestic and foreign general managers, principals and institutional investors in the formation of all types of private equity funds, including:

  • Real estate funds
  • Private equity funds
  • Mezzanine funds
  • Distressed company and distressed assets funds, including REO funds
  • Foreign funds
  • Life settlement funds
  • Venture capital funds
  • Hedge funds
  • Fund-of-funds and master-feeder structures

The attorneys in our Fund Formation Group have represented fund sponsors and institutional investors with expertise on the partnership, regulatory and tax issues of concern to fund general partners, domestic tax-exempt investors and offshore investors.  In addition to advising general and limited partners on fund structure, business terms and documents, we also counsel the general partner principals in resolving the key issues relating to the operation of the general partner entity (including carried interest splits, vesting arrangements and management and control of the entity).  Our expertise, market awareness and reputation allows us to provide an unsurpassed level of insight and guidance to general partners and institutional investors on all fund formation issues.

The services we offer are extensive and continue to expand as we anticipate and respond to changing client needs, new laws and regulations, and global events.

Some of the Services We Offer Include:

  • Structuring and negotiating the terms of alternative investment funds on behalf of fund sponsors and investors, with U.S., non-U.S. and global investment focus.
  • Evaluating, structuring and negotiating manager-level transactions, such as seed capital investments in alternative investment fund managers, the creation of asset managers through joint ventures, and spin-outs of existing asset management teams (including proprietary trading desks).
  • Devising creative, cutting-edge structures to assist private investment fund sponsors in anticipating and reacting to the dynamic and increasingly complex financial landscape, including creative liquidity and withdrawal structures.
  • Evaluating, structuring and negotiating private equity-style investments (minority and control), exit transactions (strategic sale, recapitalization, initial public offering (IPO)) and merger and acquisition (M&A) transactions (joint ventures, stock and asset sales).
  • A pre-eminent practice in establishing private equity and hedge funds focusing on emerging markets.
  • Advising on compliance with the Investment Advisers Act of 1940 for both registered and unregistered investment advisers.
  • Advising funds on regulatory and tax matters regarding their structure and formation, as well as advising funds in connection with their portfolio investments and employment issues.
  • Advising on, and negotiating agreements with, service providers to alternative investment fund sponsors, including placement agents, administrators and financing counterparties (whether at the sponsor level, fund level or portfolio company level).
  • Advising on the formation and operation of investment management firms and related service companies, including carrying plans and other employee incentive arrangements.
  • Establishing, and a listing of, permanent capital vehicles and special purposes acquisition companies (SPACs) on behalf of alternative investment sponsors.

In addition, to fund formation, attorneys in our Business and Financial Services Department regularly advise private equity funds (and other investors) in domestic and cross-border private equity investments, buyouts, debt financing’s, joint ventures and strategic alliances.  

Practice Chair

Venture Capital/Private Equity

• Represented sponsor of $45 million venture capital fund that invests in early stage startup companies that aim to make city life better, with a focus on core city or “urbantech” sectors.

• Represented sponsor of multiple venture capital funds and SPVs (aggregating over $50 million) that invest in early stage skin health businesses.

• Represented sponsor of multiple hybrid private equity/venture capital funds (aggregating over $100 million) and SPVs that invest growth capital opportunistically in businesses in all industries.

• Represented sponsor of $50 million venture fund/accelerator that invest in cybersecurity and data privacy businesses.

• Represented sponsor of $65 million private equity fund focused on businesses in the federal services sector.

• Represented sponsor of a series of $50 million hybrid real estate/venture capital funds that invest real estate assets and middle stage operating companies.

• Represented platform sponsor providing investors with access to early-stage private companies funded by institutional investors.

• Represented platform sponsor providing investors with access to early stage cannabis companies.

• Represented sponsor of global, opportunistic, early stage technology venture fund focused on logistics, healthcare and fintech.

• Represented sponsor of $75 million fund of funds focused on investing in first-time fund managers in private equity/venture capital.

• Represented national bank as LP investor in multiple private equity funds.

 

Real Estate

• Represented sponsor of $100 million private real estate fund focused on manufactured housing communities.

• Represented sponsor of $50 million private real estate fund focused on limited service hotel assets.

• Represented municipal retirement fund in establishment of a $350 million joint venture real estate investment fund with a broker-dealer.

• Represented sponsor of multiple private real estate funds ranging from $40-$75 million of assets with a multi-class, opportunistic investment strategy.

• Represented sponsor in $10 million real estate fund focused on high-end single family home development.

• Represented sponsor of $20 million private real estate fund with a multi-class, opportunistic investment strategy.

• Represented sponsor of multiple hybrid private equity and real estate funds ranging from $10 million to $50 million of assets.

• Represented hard money investment platform in a $100 million debt fund focused on mortgage loans and borrower dependent notes.

• Represented sponsor in $25 million hard money debt fund.

• Represented sponsor of $50 million private real estate real estate fund with multi-asset, opportunistic investment strategy.

• Represented sponsor of $50 million private real estate fund focused on retail shopping center assets.

• Represented sponsor of a series of $15-$40 million syndicate funds (e.g., one fund per investment) that invested in commercial real estate in the DC area.

 

Hedge Funds

• Represented long-only fund using an advanced deep learning model combined with proprietary natural language processing (AI).

• Represented $9 billion funds of funds adviser with respect to the establishment of an in-house subadvisory platform.

• Represented Australian adviser in U.S. offering of commodity pool fund.

• Represented funds of funds adviser with respect to beta replication fund.

• Represented UK adviser regarding master-feeder distressed debt fund structure.