Institutional Investors

Our investment management attorneys are deeply experienced in the legal aspects of institutional investment matters. The team includes fund, tax, ERISA, bank regulatory, real estate and corporate lawyers, and we draw on their respective strengths to respond nimbly and efficiently to client needs. We assist institutional investors, including pension funds, funds of funds, private foundations, US banks, endowments, universities, foreign institutions and family offices, with the legal aspects of a wide range of investments, including:

  • Private equity funds, venture capital funds, real estate funds and hedge funds
  • Direct investments in mature and emerging companies
  • Co-investment transactions
  • Private equity fund, venture capital fund and real estate fund secondary transactions
  • Volcker-compliant bank investments
  • Direct investments in real estate
  • Real estate joint ventures

We have reviewed many hundreds of fund and other investments for a wide range of clients. Because we see a large amount of deal flow, we have strong knowledge of market terms and are in a position to negotiate effectively on matters that are most important to our clients. Further, we represent sponsors in various funds and other investment products and can therefore appreciate the sponsor's perspective and regulatory concerns.

As part of our tax advice, we regularly advise on "unrelated business taxable income" (UBTI) issues for US tax-exempt investors and "effectively connected income," "FIRPTA," and "FATCA" issues for non-US investors. We routinely analyze whether it is tax effective for our institutional clients to invest through blockers and alternative investment vehicles.

As part of our regulatory advice, we regularly advise on compliance with investor qualification requirements under US securities laws, employee benefit plan regulations, anti-money laundering regulations, and confidentiality and freedom of information laws.

Experience Highlights

  • University endowment and governmental plan in legal review of top-tier private equity, venture capital, real estate and hedge fund investments, pledge funds, and secondary transactions, including terms, negotiation of seed investments and side letters, tax counseling, the Freedom of Information Act, and related issues.
  • Private foundation in legal review of top-tier private equity, venture capital, real estate and hedge fund investments, pledge funds, and secondary transactions, including terms, negotiation of seed investments and side letters, tax counseling, the Freedom of Information Act, and related issues.
  • Foreign superannuation fund manager in legal review of top-tier private equity and venture capital funds and direct and co-investments in operating companies, including application of US securities and tax laws, fund and co-investment terms, and negotiation of side letters.
  • Native American Indian tribe in legal review of real estate fund investments and assistance with real estate joint venture, including advice on terms, negotiation of side letters, and preparation and negotiation of complex joint venture documentation.
  • Domestic bank in legal review of SBA and CRA Funds, including terms, negotiation of side letters, and advice regarding relevant bank regulatory matters.
  • Non-US institutional investor in successful application to CFTC for Commodity Exchange Act Article 4 no action relief in connection with its US holding company subsidiaries, and related regulatory advice with respect to US investment activities.
  • Sovereign wealth funds and non-US governmental investors in legal review of private equity and real estate fund investments and assistance with real estate joint venture activities, including terms, negotiation of side letters, and preparation and negotiation of complex joint venture documentation.
  • US benefit plan investors in legal review of broad range of private fund and institutional separate account investments and fiduciary matters, including ERISA and fiduciary matters, investment terms, negotiation of side letters, and preparation and negotiation of complex joint venture documentation.
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