Corporate and Finance

Investment Management

Our Investment Management practitioners are located in our New York; San Francisco; Washington, DC; Chicago; Los Angeles; and London offices.

Our Practice

Private Funds. We represent established and emerging investment management clients, including US registered investment advisers and commodity trading advisors, banks, UK and other AIFMs, and other sponsors and managers of alternative investment funds. Types of investment products that our clients sponsor or manage include US domestic, EU, and offshore hedge funds; private equity funds, venture capital funds, and real estate funds; distressed debt funds; impact investment funds; funds of funds; and commodity pools; as well as common trust funds and collective investment funds.

Advisory Firms and Family Offices. We also represent wealth advisory firms and family offices on a broad range of regulatory and transactional matters, including mergers and acquisitions of registered investment advisers.

Institutional Investors. We advise institutional investors, including sovereign wealth funds, pension plans, government plans and endowments, on the legal aspects of their private equity, real estate, and alternative investment fund and special account investments and co-investments.

Regulatory Matters. We help our clients to manage regulatory issues and respond to rapidly evolving legal environments in the world's major financial markets. This includes coordination with colleagues in our firm's Financial Services and broker-Dealer practices, who provide a full range of services to banks, trust companies, broker-dealers and other financial intermediaries.

Futures, Swaps and Derivatives. Other related practices involve the representation of futures commission merchants, swap dealers, end users of swaps and other derivatives with respect to a broad range of regulatory and transactional matters. We also advise exchanges and clearing houses.

Management Entity Formation and Related Legal Matters. Further, we help to structure investment management and advisory firms and advise them in the structuring and day-to-day operation of their businesses. This work includes drafting the agreements among the owners of the firms, and the terms of any seed investment, Our employment and benefits team also assists with carried interest and other management and portfolio company compensation arrangements. In addition, the firm has a well-established private client practice that provides a comprehensive array of tax, trusts and estates, and personal wealth management services to wealth managers and their families.

Full-Service Approach:

Comprehensive Coverage. We serve the global investment management industry by providing a full range of legal services to US, UK, EU, and other international private and other alternative investment funds, investment managers, institutional investors, fund distributors, and service providers, including services relating to fund formation and tax structuring, management group structuring, investor relations and representations, ownership and compensation arrangements, prime brokerage documentation, customer documentation, compliance policies or procedures, fund regulation and compliance across multiple regimes, and secondary purchases and sales of interests in funds.

Full Spectrum Fund Classes and Strategies. We advise US, EU and other international clients across the full spectrum of their respective onshore and offshore alternative investment funds and corresponding strategies, with a primary focus on hedge, venture capital, private equity, real estate, hybrid, geographic, and industry-focused funds.

Unique Understanding. Our experience on both sides of the manager-investor equation gives us extensive insight into market trends, developments, and terms and conditions—and how to best execute them.

Critical Connections. Established relationships throughout the investment management community enable us to work effectively with fund service providers and around issues that other firms find problematic.

Seamless and Efficient Service. Immediate access to our leading international tax, M&A, capital markets, financing, litigation, and regulatory lawyers means we efficiently provide solutions to challenging issues.

Global Solutions. Our multidisciplinary approach and global capabilities well position us to provide guidance across geographies, including Asia, Europe, Latin America, and North America, and help accomplish our clients' business and investment management goals on a global scale.

Representative matters on which we have recently advised our clients include:

  • formation of hedge funds, including ERISA-compliant hedge funds that trade directly in securities and other investments;
  • the formation of single-investor hedge funds (funds of one) for institutional investors, including a sovereign wealth fund, a state retirement system, and a non-US pension insurance company;
  • formation of private equity funds, including private equity fund of funds;
  • formation of real estate funds, including real estate fund of funds;
  • formation of impact investment funds;
  • the formation of co-investment vehicles;
  • formation of bank common trust funds and collective investment funds;
  • the formation of various futures funds, including a multi-manager fund utilizing a Cayman segregated portfolio company structure;
  • the formation of a holding vehicle for bank debt and other investments, utilizing a participation structure;
  • drafting managed account agreements;
  • formation and structuring of fund management entities, including compensation arrangements for investment professionals and related succession planning;
  • negotiating the terms of seed investments;
  • commodity pool operator and commodity trading adviser registration and compliance;
  • investment adviser registration and compliance programs;
  • sub-advisory relationships, including with registered investment companies;
  • the establishment of UCITS compliant sub-funds;
  • the application of restrictions on bank sponsorship of, relationship with, and investments in private investment funds under state and federal banking laws, including the Volcker Rule;
  • the application of various exemptions from registration under the Investment Advisers Act and Commodity Exchange Act and exclusions from regulation under the Commodity Exchange Act;
  • compliance with the EU Alternative Investment Fund Managers Directive;
  • marketing funds in various jurisdictions including under national private placement rules;
  • compliance with position reporting and transparency requirements in various jurisdictions;
  • ISDA, Dodd-Frank, and EMIR protocols;
  • swap execution facility and clearing documentation;
  • acquisitions of investment advisers and their integration into the acquiring adviser's compliance program; and
  • private equity secondaries transactions, including buy side, sell side, and sponsor side.


MacKay Shields LLC Advice on UK and EU related issues
Advised this fixed-income manager with more than $97 billion under management on a range of UK and EU related issues, including the formation of Plainview Funds plc, a new Irish-qualifying investor fund, and counseling MacKay Shields UK LLP on its FCA variation of permission application to be an AIFM.

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