United States > Investment fund formation and management > Law firm and leading lawyer rankings
Regulatory overhang continues to play a significant role in the investment management industry. Although 2015 was not a notable year in terms of significant new laws coming into force, regulators made use of public pronouncements, investigations and enforcement action as a means of policing the industry, in order to further their objective of minimising systemic risks and maximising investor protections. The issue of ensuring compliance with regulatory requirements presents both registered and private fund managers with a juggling act, as they also seek to attract new investors, establish new funds, execute investment strategies and create returns.
Traditionally regarded by regulators as ‘the bright children in the classroom’, particularly compared to their historically unregistered private funds counterparts, registered fund managers have always been subject to the provisions laid down in the Investment Advisers Act 1940 and the Investment Company Act 1940. In recent years, however, there has been a marked convergence between registered and private funds; alternative asset managers have seen the benefits of ‘retailising’ products and have used registered fund wrappers to cater for their alternative fund strategies managers, while those historically active in registered funds have utilised more alternative strategies. However, while liquid alternatives funds are still being launched, the market for them has matured thanks in part to a protracted low interest rate environment as well as a regulatory regime that is more complicated for new entrants to the registered funds market. From a regulatory standpoint, registered fund managers are being challenged on a number of fronts. In May 2015, the SEC proposed new rules to modernise reporting and disclosure obligations, while more recently the regulator has carried out sweeps of fund companies looking at ‘distributions in guise’. Other issues grabbing the market’s attention have been the SEC’s proposed regulation on the use of derivatives in registered funds, and proposals on liquidity risk management and swing pricing. In terms of product development, the popularity of the exchange-traded fund (ETF) continues apace, offering lower costs and better tax management than mutual funds. Research shows that investors pulled $207.3bn from actively managed mutual funds and put $413.8bn into passively-managed funds and ETFs in 2015.
Although there were no major revolutionary developments in the private equity sphere in the US in 2015, asset managers were nevertheless subjected to particularly intense regulatory scrutiny; a slew of high-profile SEC enforcement cases brought home the importance of dealing with issues such as the allocation and disclosure of fees and expenses, and conflicts of interest, among others. Managers contemplating marketing in Europe are still getting to grips with AIFMD, although the Directive is becoming better understood. Overall fund-raising activity was robust in 2015; aggregate fund raising looked set to match or surpass the $590bn raised in 2014. Fewer funds closed in 2015 compared to 2014, however. Although the global fundraising environment is healthy overall, fund managers are still finding it challenging to deploy unspent capital; the level of dry powder available to private equity managers increased from $695bn in 2014 to $752bn in 2015. The market continues to be divided between the ‘haves’ - those very large global institutions that generally experience few difficulties in attracting investor capital for their mega-funds - and the ‘have nots’ made up of smaller, less well-established managers without a track record and which find the capital-raising environment more challenging. Blackstone Capital Partners VII, which raised $18bn, represented the largest private equity fund closed in 2015.
Although the private equity arena has been a focus of regulatory scrutiny, many of the core areas that regulators have been looking at are equally applicable to the hedge funds space. Indeed, it is widely anticipated that the focus of regulators will swing back towards hedge funds in 2016; the SEC recently announced an upcoming review, with issues such as conflicts of interest, valuation and performance expected to come to the fore, among others. The overall picture for the hedge funds sector is mixed; although 2015 represented a tough year in terms of performance (the sector recorded the lowest annual performance since 2011), total assets under management increased to $3.2 trillion from $3.02 trillion at the end of 2014, with 829 hedge funds launched in the year and 695 fund closings. Despite this, there is a stark contrast between start-up players on one end of the spectrum, and the very largest global managers at the other end; the former struggle to compete in terms of raising capital and on performance. In addition, US-based managers of private funds with over $150m in assets under management are required to register as investment advisers with the SEC in accordance with the Dodd-Frank Act; the associated ongoing regulatory and compliance costs can be prohibitive to some new entrants.
Index of tables
- Lawrence Barshay - Fried, Frank, Harris, Shriver & Jacobson LLP
- Stephanie Breslow - Schulte Roth & Zabel LLP
- Laurel FitzPatrick - Ropes & Gray LLP
- Steven Fredman - Schulte Roth & Zabel LLP
- Udi Grofman - Paul, Weiss, Rifkind, Wharton & Garrison LLP
- William Kerr - Sidley Austin LLP
- David Sawyier - Sidley Austin LLP
- John Tavss - Seward & Kissel LLP
Stephen Vine -
Akin Gump Strauss Hauer & Feld LLP
Praised for its ‘very strong level of commercial acumen and industry knowledge’, Schulte Roth & Zabel LLP ‘sets the standard’ in the hedge funds space. Its heavyweight team (which ‘doesn’t waste time’) acts for more than half of the world’s 100 largest hedge funds by assets under management, over 300 US-based hedge funds and more than 3000 investment funds globally; examples of its prominent client roster include Viking Global Investors, Blackstone Group and Silver Point Capital. The group handles the full range of issues, from fund formation to seed capital arrangements, day-to-day management issues and ongoing regulatory and compliance matters. David Nissenbaum and Brian Daly recently advised Tudor, Pickering, Holt & Co LLC on the launch of TPH Energy Credit Opportunities Fund LP. Key individuals include David Efron, who has ‘superb judgement and deep expertise’, Stephanie Breslow, Marc Elovitz and Steven Fredman. Paul Roth has more than 45 years of experience in the private investment funds arena and is widely respected. John Mahon joined the Washington DC office from Sutherland Asbill & Brennan LLP.
Clients laud Sidley Austin LLP’s ‘marquee practice’ for being ‘exceptional in every way’. Its 125-strong team handles investment fund formation, management, derivatives and regulatory issues for a broad cross-section of hedge fund clients, including a number of the world’s largest managers and emerging funds. Michael Schmidtberger and Benson Cohen are acting for Credit Suisse Securities (USA) LLC in the expansion of its HedgeFocus feeder fund platform. In another highlight, David Sawyier (‘there is nobody who works harder for his clients’) worked with Daniel Spies and tax expert Bridget O’Neill (who is ‘a rock star’) in assisting Axar Capital Management with its establishment, the formation of Axar’s initial hedge fund and with negotiating seed investments. ‘Accomplished counselor’ Laurin Kleiman and the ‘extraordinarily talented’ Janelle Ibeling are recommended, as is San Francisco-based David Tang, who stands out for his knowledge of securities law compliance issues arising from fund formations and fund investments. William Kerr and Bradley Howard are the other names to note. In 2015, Jennifer Spiegel joined from Paul, Weiss, Rifkind, Wharton & Garrison LLP, while Scott Macdonald was promoted to partner.
Akin Gump Strauss Hauer & Feld LLP fields a team of 73 lawyers spread across its US, London, Hong Kong and Singapore offices. Stephen Vine and Prakash Mehta jointly head the practice, which acts for a wide-ranging client base that includes start-up hedge fund managers and global sponsors, including a quarter of the world’s largest hedge fund firms and five of the 10 largest European hedge fund managers by assets under management. Notable clients include Apollo Global Management, Oak Hill Advisors and Corvex Management. On the regulatory side, the team deals with a wide array of issues, including those arising from AIFMD, as well as SEC, CFTC and FSA matters. Dallas-based Eliot Raffkind, who advises investment fund managers on fund formations and portfolio investments, is recommended along with Washington DC-based Fadi Samman and New York-based Kelli Moll.
At Fried, Frank, Harris, Shriver & Jacobson LLP, Lawrence Barshay’s ‘immensely talented and deep team always does a great job, and never misses issues or deadlines’. It has a particularly outstanding reputation among the largest sponsors in the industry, including BlackRock, Goldman Sachs and DE Shaw. In addition to providing advice on traditional hedge fund structures, the group is also experienced in complex customised funds and seeding incubation arrangements. The firm has been particularly active in the fund of funds space recently, where a number of team members, including Walid Khuri and Bradford Lucas, have advised clients including JPMorgan. On the transactional side, the group handles complex fund M&A, as well as Volcker Rule mandated spin-outs and dispositions of proprietary trading businesses. Lisa Schneider is ‘incredibly bright and runs her matters with flawless proficiency’. Other key names include Jonathan Adler, David Selden and Jessica Forbes. The London office expanded its capability with the arrivals of Mark Mifsud, Kate Downey and Alexandra Conroy from Kirkland & Ellis International LLP and Gregg Beechey from King & Wood Mallesons.
Paul, Weiss, Rifkind, Wharton & Garrison LLP has a strong track record of high-end engagements for large institutional sponsors such as Apollo Global Management and Glenview Capital Management, as well as for independent managers. Its varied workload includes the formation and management of hedge and hybrid funds, in addition to providing advice on regulatory compliance and day-to-day operational issues. In a notable highlight, practice co-head Udi Grofman advised PointState on the formation of a fund investing principally in sovereign and provincial debt issued by the Republic of Argentina. Grofman ‘possesses nonpareil legal expertise that crushes that of his counterparts at other firms’. Elsewhere, the firm has particular strength in acting for seed capital providers and investors including Blackstone, JPMorgan, Pershing Square and ValueAct Capital Management. Marco Masotti acted for Reservoir Capital in its seed investment in Oxbow Master Fund Limited. Other stand-out individuals in the team are newly promoted partner Amran Hussein and Michael Hong.
Ropes & Gray LLP has a deep bench of more than 200 lawyers worldwide, which collectively acts for one third of the 50 largest hedge funds in the US, and 18 of the 50 largest hedge funds worldwide. Jointly led by Laurel FitzPatrick and Leigh Fraser, the team handles the full range of fund formation, operational, regulatory and enforcement matters for managers such as DE Shaw and PIMCO. The firm also advises a healthy stable of start-up managers such as Hunter Peak Investments, which Sarah Davidoff is assisting with forming its global long/short equity hedge fund, in addition to providing advice on structuring the management company. It is also seen as a particular go-to for issues spanning derivatives trading, commodities and special situations transactions. Other areas of strength include litigation, tax, ERISA, and compensation and profit-sharing arrangements. Key names in the team include special situations expert Jeffrey Katz and Deborah Monson, who is at the forefront of CFTC initiatives. New York-based Brynn Rail joined from Skadden, Arps, Slate, Meagher & Flom LLP.
Davis Polk & Wardwell LLP acts for an impressive roster of leading global asset manager clients, including Bridgewater Associates, Citadel, Och-Ziff Capital Management and Perella Weinberg Partners. The team provides advice on an extensive range of fund formation and structuring matters, as well as advice on trading investments, spin-outs and seeding. In the regulatory and compliance arena, practice head Nora Jordan is experienced in dealing with internal investigations, as well as acting for asset managers in enforcement matters involving the SEC and other regulators. Jordan and other team members also advise clients on issues arising from the Dodd-Frank Act, such as Too Big to Fail and Incentive Compensation Rules applicable to large financial institutions. On the sponsor side, Leor Landa’s expertise covers fund formation, regulatory compliance and investigations, as well as fund-related M&A. Landa also assists large institutional investors with their investments into private funds. Gregory Rowland and Yukako Kawata are other names to note.
Led by George Mazin, Dechert LLP’s team acts for a range of sponsors, from start-up managers to global institutions, on fund formation and structuring, as well as on issues arising from fund management, regulatory compliance and enforcement. The firm’s ability to leverage its global footprint enables it to tackle complex cross-border issues, including global marketing matters and inbound/outbound investments. David Vaughan is experienced in representing fund managers in SEC enforcement cases, and has a background as a former senior private fund policy adviser for the SEC’s investment management division. Elsewhere, its outstanding reputation in the registered funds arena is a draw for alternative asset managers seeking to expand into registered closed-end funds, traditional mutual funds and business development companies. Kevin Scanlan’s move to Kramer Levin Naftalis & Frankel LLP in 2015 was offset by the arrivals of Mark Perlow and Timothy Spangler from K&L Gates and Sidley Austin LLP respectively. Karl Egbert relocated to New York from the Hong Kong office.
Led by ‘first-rate’ practice head Henry Bregstein (who provides clients with ‘a balance of legal and commercial insight’), Katten Muchin Rosenman LLP’s ‘outstanding’ team serves a wide range of market participants, including fund managers, funds of funds, broker-dealers, banks and investors. Experienced in forming and marketing funds in the US and across the EU, the group also handles trading and regulatory compliance issues, as well as M&A. In a notable highlight, Lance Zinman acted for Man Group Plc on its acquisition of Merrill Lynch’s hedge fund of funds business. On the investor side, Ricardo Hollingsworth is leading the team’s advice to Ohio Public Employees Retirement System on its investments into multi-strategy hedge funds. The practice has also experienced an increase in instructions relating to privately placed variable annuity and life insurance products linked to hedge funds. Other key names in the team include Allison Yacker, Fred Santo, Wendy Cohen and Jack Governale.
Morgan, Lewis & Bockius LLP expanded significantly in 2014 through its combination with Bingham McCutchen. Its hedge funds practice now comprises more than 150 lawyers worldwide and has been winning mandates from a number of new clients, including ACA Investments, Frontlight Capital and Tudor Investment Corporation. The global group acts for more than 750 global hedge fund managers, including six of the world’s 10 largest by assets under management. In addition to its expertise in fund formation and structuring, managed accounts, derivatives and M&A, the practice can call on the expertise of more than 35 regulatory attorneys with previous senior-level experience at the SEC, FINRA and the US Department of Justice. On the investor side, the team acts for more than 70 global institutional investors on fund structuring and formation, as well as on seeding programs. Global practice co-heads Richard Goldman and Jedd Wider worked with members of the London office to advise Titan Advisors on its acquisition of Saguenay Strathmore Capital. Other recommended individuals include Steven Giordano, Stephen Tirrell, Daniel Budofsky and Ethan Johnson.
Seward & Kissel LLP’s ties to hedge funds date back to the industry’s inception in 1949, when the firm formed the first hedge fund. Its track record makes the 80-lawyer practice a go-to for specialised fund formation matters, such as those involving specialised credit opportunities and sector-specific funds; in a recent highlight, the firm assisted a client with forming a hybrid hedge/private equity fund focused on the energy sector. On the regulatory front the team deals with the full range of compliance matters, including those arising from AIMFD, FATCA and Dodd-Frank, as well as SEC and CFTC exams, investigations and litigation. It also advises on spin-offs, consolidations and restructurings of management companies, as well as handling related tax, employment and ERISA issues. Steven Nadel, Patricia Poglinco and Robert Van Grover jointly head the team, which includes David Mulle, John Tavss and John Cleary.
In addition to Skadden, Arps, Slate, Meagher & Flom LLP’s fund formation, operational and regulatory advice to fund managers, investors and broker-dealers including Fortress Investment Group, Silver Creek Capital Management and BlackRock, the team also has particular strength in structuring master-feeder funds, managed accounts, funds of one and parallel funds. Heather Cruz is advising BlackRock on various Dodd-Frank related matters. Philip Harris and Richard Prins are other names to note.
Steven Lofchie’s team at Cadwalader, Wickersham & Taft LLP advises on every facet of an investment manager’s business, from formation of the fund manager, creation and structuring of funds, capital raising and devising and executing investment strategies, through to regulatory and compliance issues and M&A. The practice was strengthened by the arrival of Richard Brand, who joined from Kirkland & Ellis LLP, while Dorothy Mehta and Andrew Lom were promoted to partner and counsel, respectively. Brand worked with Christopher Cox and others to advise Pershing Square Capital Management on its acquisition of a 7.5% stake in Mondelez International. The group is particularly active in the family office space, acting for US-based and non-US high-net-worth families and asset managers on family office entity structuring, investment due diligence, succession issues, as well as converting family offices into asset management firms and vice versa. Other strengths include advice on shareholder activism and takeover matters, as well as its work for buy-side and sell-side clients in the derivatives arena. On the regulatory side, the team handles numerous SEC and CFTC-related matters, including those involving registrations, audits and compliance issues.
Elizabeth Shea Fries, who ‘balances business needs and regulatory requirements exceptionally well’, leads the team at Goodwin Procter LLP. Rated for its ‘high-performing practice’, the firm provides a full service to a range of sponsors from start-up clients to large institutions. In an illustration of its expertise in complex fund formation and structuring, Fries, Mandee Gruen and others assisted Global Endowment Management with the creation of a new platform consisting of multiple single-investor funds. In addition to fund formation, the practice also advises on management and regulatory compliance issues as well as the execution of investment strategies. On the transactional side, the group is experienced in M&A, lift-outs and seeding arrangements, among other matters. Brynn Peltz is recommended, as is Roy Smith, who works with clients such as CIFC Corporation and Disciplined Alpha. Luciana Aquino-Hagedorn recently joined from Harvard Management Company.
Lowenstein Sandler LLP’s 40-year track record in the investment management industry makes it a prominent player in the hedge funds space. Robert Minion’s team provides a comprehensive service to a broad range of sponsors, from emerging managers to global players including Davidson Kempner Capital Management, Greywolf Capital and BlueMountain Capital Management. Its workload spans fund formation and regulatory matters, fund and portfolio company M&A, tax, ERISA and employment issues. In addition to its strong sponsor-side client base, the practice also acts for a number of institutional investor clients. Peter Greene, Marie DeFalco, David Goret and Richard Bernstein are all recommended, as is Matthew Magidson, who heads the derivatives and structured products side of the practice.
Proskauer Rose LLP’s team has expertise in structuring and forming bespoke and complex funds across a wide range of vehicles, including hybrid funds, insurance-linked products, funds-of-funds and master-feeder structures. Christopher Wells - who jointly leads the practice alongside Michael Mavrides and Robert Leonard - acted for Engle Capital Funds on all aspects of its entry into the hedge funds market. Amanda Nussbaum, who is both a tax partner and a member of the firm’s private investment funds team, advised on the tax structuring aspects of that matter. The group is also experienced in dealing with sweep examinations, investigations and enforcement actions brought by regulatory bodies such as the SEC, CFTC, FINRA and US Department of Justice. Other areas of expertise include SEC registration and exemption issues, broker-dealer registrations and anti-money laundering.
Based in San Francisco, Shartsis Friese LLP has an outstanding reputation within the hedge funds industry. Its extensive track record includes acting for hedge fund managers on all aspects of their businesses, including formation and capitalisation matters, employee incentive arrangements, licensing and regulatory compliance, as well as the structuring of hedge funds and other vehicles. In keeping with its dominant West Coast presence, its client base is primarily California-based, although the firm also services managers nationwide. Its dedicated Securities Enforcement Defence Group acts for investment advisers, broker-dealers and investors in regulatory and civil investigations. John Broadhurst, Carolyn Reiser and Neil Koren are key individuals in the team.
Stroock & Stroock & Lavan LLP’s diverse practice handles mandates for a broad cross-section of industry participants, including sponsors, investment advisers, distributors and investors. It has experience in forming bespoke fund products, managing Volcker Rule related spin-outs of business lines and fund restructurings. In a notable highlight, Los Angeles based Yousuf Dhamee is leading the advice to Prudential on its investments in various hedge funds and funds-of-one. Other recommended individuals include Lior Ohayon, who heads the team from the firm’s New York office, regulatory expert Tram Nguyen and special counsel Amanda Moore.
Clients praise Bracewell LLP’s ‘high level of service’, with ‘very commercial’ practice head Cheri Hoff singled out for providing ‘good guidance’ and for being ‘a pleasure to work with’. In addition to handling the formation of a range of fund vehicles, including hedge funds and hybrid funds, Hoff advises on operational and restructuring matters and on regulatory issues for funds and their managers. Hoff is currently advising USAA Real Estate Company on compliance issues arising from its acquisition of an interest in Square Mile Capital Management in 2012. Also recommended are Bruce Jocz and David Perlman. Abraham Reshtick joined from Ropes & Gray LLP, while Robert Frenchman moved to Greenberg Traurig, LLP.
Joshua Deringer heads the team at Drinker Biddle & Reath LLP, which has a particular focus acting for start-up and middle-market managers such as RMB Capital Management LLC, Bogle Investment Management and 1060 Capital LLC. From a fund formation standpoint, the group is particularly experienced in forming complex master-feeder funds and multi-class hedge fund structures, while futures funds and CFTC and NFA regulatory expertise are additional key strengths. The firm also draws upon its strengths in the registered funds sphere to deal with issues where there is an overlap, such as registered funds investing into hedge funds. Kay Gordon and David Matteson are recommended. In 2015, counsel Matthew Silver joined from Pepper Hamilton LLP.
Paul Hastings LLP acts for a diverse range of investment advisers, broker-dealers, institutional investors, commodity pool operators and commodity trading advisers. Although the practice has considerable penetration nationally, it acts for a strong concentration of California-based hedge fund managers, including Rimrock, Beach Point Capital Management and Dalton Investments LLC. David Hearth and Sasha Burstein are assisting Franklin Templeton with the formation of more than 12 master-feeder hedge funds. Arthur Zwickel now heads the practice, succeeding Mitchell Nichter, who maintains a role as senior counsel advising on money management and investment product matters. Senior associate David Hong is another key individual.
Shearman & Sterling LLP draws praise for its ‘exceptional service’; ‘its work product is second to none’ and ‘its knowledge, thoughtfulness and diligence is unparalleled’. The firm provides a comprehensive service to sponsors and investors on matters ranging from fund formation and trading issues, to M&A and ancillary tax and ERISA issues. The practice has recently experienced a particular uptick in managed account work for clients such as TRG Management LP and CCTrack Solutions LLC. John Finley, who leads the team, is ‘able to analyse and dissect complex issues in an effective manner’. The group’s expertise in US and non-US regulatory matters, including the Volcker Rule and AIFMD, are other notable strengths of the practice, as is its experience in regulatory investigations and enforcement action. Another key individual, Paul Schreiber, ‘provides all the technical expertise and diligence necessary to get each job done efficiently’. Nathan Greene and Azam Aziz are also recommended.
Equally well regarded by boutique sponsors and large institutions, Simpson Thacher & Bartlett LLP’s team attracts praise for its expertise in bespoke fund structures and terms, and for its experience in handling US and non-US funds across a wide range of investment strategies, including event driven, relative value, and convertible arbitrage. Its recent workload has included forming hybrid products involving elements of hedge funds and private equity. The practice also has a notable roster of limited partner clients including Kora Offshore Fund, Hound Partners and BIL. Olga Gutman (‘no issue is too novel or complex’), Glenn Sarno and Thomas Bell are recommended.
Sullivan & Cromwell LLP’s work for sponsors includes fund formation and structuring, capital raising, restructurings, and regulatory and compliance advice. Whitney Chatterjee and Gary Israel jointly lead the group, which advises clients including AQR, Citadel and Brown Brothers Harriman, among others. Recent highlights include advising several US hedge fund managers on restructuring their worldwide entities, and advising York Capital Management Global Advisers LLC on various partnership matters.
Index of tables
- Marco Adelfio - Goodwin Procter LLP
- Barry Barbash - Willkie Farr & Gallagher LLP
- Jay Baris - Morrison & Foerster LLP
Stuart Coleman -
Stroock & Stroock & Lavan LLP
Mark Goshko -
- Thomas Harman - Morgan, Lewis & Bockius LLP
- Robert Helm - Dechert LLP
Bruce Leto -
Stradley Ronon Stevens & Young, LLP
- Timothy Levin - Morgan, Lewis & Bockius LLP
Nora Jordan -
Davis Polk & Wardwell LLP
- Roger Joseph - Morgan, Lewis & Bockius LLP
- John Loder - Ropes & Gray LLP
Michael Malloy -
Drinker Biddle & Reath LLP
- Margery Neale - Willkie Farr & Gallagher LLP
- Gregory Sheehan - Ropes & Gray LLP
Dechert LLP’s sizeable practice leverages its substantial US presence and its extensive global network to advise some of the world’s largest asset management firms on the full spectrum of registered funds, including mutual funds, ETFs, insurance-related products, business development companies and closed-end funds. Its expertise spans corporate and regulatory matters and litigation, as well as ancillary tax, ERISA and executive compensation issues. The practice acts for 22 of the world’s top 25 asset managers, as well as a wide range of registered investment companies (and their boards), broker-dealers and insurance companies; its combined client base represents more than $4 trillion in assets under management. Christopher Harvey jointly heads the practice with Robert Helm. Douglas Dick assisted a registered investment adviser with corporate transactional and regulatory issues associated with its adoption of a family of investment companies. In addition to her experience in closed-end fund IPOs and rights offering, Allison Fumai also advises on ETF product launches and exemptive relief issues. Jeffrey Puretz acts for mutual funds, investment advisers and insurance companies. Richard Horowitz is recommended for his particular knowledge of issues concerning business development companies. Other names to note include Stephen Bier, Anthony Zacharski, John O’Hanlon and Mark Perlow, who recently joined from K&L Gates. Philip Hinkle and Stephen Cohen were promoted to partner.
Spread across its US and European offices, Ropes & Gray LLP’s team comprises 130 lawyers and acts for more than 2000 registered funds and their independent directors or trustees, which collectively hold more than $2 trillion in assets under management. The group’s expertise spans a wide range of vehicles, including open and closed-end funds, variable annuity and variable life insurance products, business development companies and ETFs, and registered funds investing in hedge funds. Joint group head Bryan Chegwidden has acted for the Putnam Funds and their independent trustees for more than 20 years, advising it on the distribution of US funds in Europe and Asia. Chegwidden also assists non-US sponsors with their entry into US markets. Fellow group head John Loder is a leading name in the registered funds space and has a wealth of experience in the organisation of investment managers and registered investment companies. The team recently advised Calamos on the launch of a $600m closed-end fund, and advised PNC Funds on its money market fund offerings in the light of the SEC’s new rules. Key figures in the heavyweight team include Timothy Diggins, Thomas Hiller, Gregory Sheehan and Adam Schlichtmann. Sarah Clinton, whose experience includes structuring registered funds and advising on alternative strategies such as registered funds of hedge funds and multi-manager funds, was promoted to partner. Paul Dykstra and Paulita Pike joined from K&L Gates, while Brynn Rail arrived from Skadden, Arps, Slate, Meagher & Flom LLP. In 2015, Richard Marshall moved to Katten Muchin Rosenman LLP.
K&L Gates’ deep bench of registered funds specialists delivers a comprehensive service to a client base of registered open and closed-end funds, independent directors, investment advisers and ETFs, including John Hancock Investment Management Services, for which it acts as fund counsel to all US-registered investment companies sponsored by the client and its affiliates. It also serves as fund and independent board counsel to the Neuberger Berman fund complex. The firm has particular strength in the regulatory space; approximately a quarter of its investment management lawyers have experience of working at a regulatory agency, including Clifford Alexander, Mark Amorosi and Robert Zutz, who are among a number of individuals with experience of working at the SEC. Michael Caccese, whose investment management experience spans more than 35 years, jointly heads the practice with US managing partner Charles Miller. Caccese and Clair Pagnano recently advised Federated Investors on the development of novel investment products in the light of recent reforms to rules on money market funds. Stacy Fuller, who has an active ETF practice, is experienced in novel SEC exemptive relief applications. Mark Goshko is also recommended. Derek Steingarten, whose expertise includes cutting-edge liquid alternatives funds, joined the team from Goodwin Procter LLP, as has Richard Kerr. Michael Wong and Jacob Ghanty joined the Hong Kong and London offices from Allen & Overy and Berwin Leighton Paisner LLP, respectively. Paul Dykstra and Paulita Pike moved to Ropes & Gray LLP, while Roger Wise joined Stradley Ronon Stevens & Young, LLP, as did Eric Purple, David Glatz, Alan Goldberg and Nicole Trudeau. Mark Perlow joined Dechert LLP.
In the US, Morgan, Lewis & Bockius LLP fields more than 120 funds lawyers who are ‘experts in their field’, and who can leverage the firm’s complementary strengths across a wide range of ancillary disciplines such as M&A, employment, ERISA and tax. Jointly led by John McGuire, Timothy Levin and Roger Joseph, the team is fund counsel to mutual funds, ETFs and closed-end funds which collectively manage more than 1000 investment portfolios, and acts for the independent directors and investment advisers of more than 20 fund complexes. The firm has a particularly strong ETF track record, as illustrated by McGuire’s advice to European asset manager ETF Securities on establishing and launching its US ETF business. Other clients include Legg Mason Funds, Nuveen Investments and Transamerica Funds. The group also acts for hedge funds and private equity funds, as well as transfer agents and custodians. Thomas Harman, Lea Anne Copenhefer and Marion Barish are recommended. Philadelphia-based John O’Brien was promoted to partner in 2015. Richard Morris left the firm to work in-house at ProShares.
Stradley Ronon Stevens & Young, LLP’s track record dates back to 1928, when it formed one of the first mutual funds in the US. Its ‘deep team’ provides ‘concrete, actionable advice even when a matter is not 100% black or white’. Its workload encompasses advice to more than 1000 funds, including three of the top 10 largest US-registered fund managers as well as a significant number of small and medium-sized fund clients. Its prominent client base, which includes heavyweight names such as Invesco and Franklin Templeton, expanded in 2015 through new instructions from Behringer, Penn Mutual Asset Management and O’Shares Investments. The team houses a number of highly regarded individuals, including ‘critical business partners’ Bruce Leto and Matthew DiClemente, who assisted Invesco with launching its Absolute Return Funds. Michael Mundt leads the ETF side of the practice, an area which has had a particular uptick in instructions. Other key figures include Ruth Epstein, who has had previous experience at the SEC and Office of General Counsel, and is a go-to for regulatory, governance and enforcement issues; Alison Fuller, who specialises in issues involving the crossover between derivatives and investment funds; and Fabio Battaglia and Michael O’Hare. Washington DC based Christopher Zimmerman was promoted to partner. The firm has hired a number of individuals from K&L Gates, including Roger Wise, Eric Purple and Nicole Trudeau, who joined the Washington DC office, and Alan Goldberg and David Glatz, who moved to the Chicago office.
Willkie Farr & Gallagher LLP acts as a one-stop shop for a wide range of some of the most prominent investment funds, including open-end mutual funds, closed-end funds, business development companies, ETFs, hedge funds and private equity funds, as well as investment advisers, broker-dealers and independent board members. The group’s expertise encompasses new product development, fund structuring and formation, day-to-day operational issues, regulatory compliance and enforcement actions. Other areas of strength include restructuring funds and managers, M&A, and other ancillary matters such as executive compensation, tax and employees’ benefits. It has particular strength advising US and non-US operating companies and investment advisers on status issues under the Investment Advisers Act 1940. The team houses several former senior SEC staff members, including Barry Barbash, who served as a director of the SEC’s investment management division, giving the firm particular strength in SEC and FINRA examinations and investigations. Barbash jointly heads the practice with Margery Neale and collectively bring 65 years of experience in the asset management industry. Also recommended are Rose DiMartino, Benjamin Haskin, the ‘technically strong’ Jay Spinola and of counsel Elliot Gluck. In 2015, securities regulatory expert James Anderson and counsel Richard Jackson joined the Washington office from WilmerHale. In other developments, Solomon Wifa joined the London office from O’Melveny & Myers LLP, while Maria Gattuso left to join Deloitte Consulting.
Davis Polk & Wardwell LLP’s team acts for a range of investment advisers and boards of directors, as well as registered investment companies. In addition to advising on new fund formations, the group also handles associated regulatory filings, applications for exemptive relief and no-action letters, and ongoing fund management issues. The team also has first-rate ETF expertise and acts for a number of leading investment banks including Credit Suisse, JPMorgan and Citigroup. It also advises the New York Stock Exchange and three of its ETFs. In addition to its track record in the registered funds space, the firm’s strong reputation in the hedge funds arena attracts mandates from hedge fund managers requiring assistance with assorted corporate, legal and regulatory issues involved with their expansion into registered funds. Nora Jordan and Gregory Rowland are key partners in the team.
Known primarily for acting for registered funds and their boards, Drinker Biddle & Reath LLP has a track record that dates back more than 40 years. Joshua Deringer leads the team, which acts for clients such as RiverNorth Funds and the RBB Fund, as well as the independent directors and trustees of Aberdeen Funds. Its experience covers the full fund lifecycle, including fund formations, daily management issues, SEC-related compliance and enforcement, and restructurings. In the ETF space, Diana McCarthy worked with counsel Veena Jain on Principal Financial’s rolling out of new products, as well as advising FlexShares Trust on its ETF fund launches. Michael Malloy works with investment advisers on day-to-day operational issues and mergers. Equally active in registered and alternative funds, the team is particularly well placed to handle crossover mandates, such as open-end vehicles adopting alternative strategies and closed-end vehicles investing in alternative funds. In 2015, the practice was bolstered by the addition of New York-based Stacy Louizos, who joined the firm from Sullivan & Worcester LLP.
‘Outstanding in all aspects’, Goodwin Procter LLP acts for a wide-range client base of asset managers, mutual fund complexes and independent directors. It also acts for securities lending agents and custodian banks. Its workload spans a range of registered investment products, such as traditional mutual funds, liquid alternative products, bank-sponsored funds and insurance-related vehicles. In a notable mandate, Boston-based co-chair Philip Newman, Marco Adelfio and Paul Delligatti are advising the independent trustees of Eaton Vance Funds on the formation and operation of a new actively-managed ETF. Washington DC-based co-chair Robert Kurucza is leading advice to Bank of America Capital Management and Bank of America Funds on reforms to the rules on money market funds. Other well-regarded individuals include Kimberly Vargo, Thomas Early and Christopher Palmer. Derek Steingarten recently joined K&L Gates.
Paul Hastings LLP’s longstanding relationships with clients including Reich & Tang and Kayne Anderson has seen its funds practice play key roles in some of their most complex and significant matters. Michael Rosella and Michael Zuppone assisted the former with liquidating its entire mutual fund complex. In an illustration of its strength in unit investment trusts (UITs), the group recently assisted Invesco with creating and registering more than 300 UIT portfolios totalling approximately $8bn in assets. It also advised Eaton Vance on the corporate and regulatory aspects of its UIT business. The group is also active in the closed-end fund space, while its recent workload has included mutual fund launches and M&A advice to funds and asset managers. Gary Rawitz and David Hearth are also recommended.
Clients value Shearman & Sterling LLP’s ‘thoughtful and creative analysis’ and ‘wealth of knowledge and experience’ in the registered funds arena. ‘Trusted partner’ Nathan Greene heads the group, which draws on its presence in New York, London and Hong Kong to advise fund managers, fund families and independent directors on issues involving US and offshore regulatory regimes. In a notable highlight illustrating the practice’s uptick in M&A mandates, Greene worked with Thomas Majewski, Paul Schreiber and tax expert Michael Shulman to advise First Eagle Funds on the acquisition of a controlling interest in First Eagle Investment Management by a consortium led by Corsair and Blackstone. The team is also particularly experienced in forming and structuring UCITS funds, as well as advising on the UCITS Directive.
Sidley Austin LLP fields ‘an absolutely stellar’ team which draws praise for its ‘extensive industry knowledge’. It is ‘particularly effective in managing large projects to an extremely tight timetable’. The firm’s expertise covers a wide range of registered fund products, including ETFs, UITs, target date funds, money market funds, traditional mutual funds and closed-end funds. It is also active in the liquid alternatives space, and regularly advises registered fund managers on alternative strategies, as well as funds sponsored by alternative advisers. Key figures include Laurin Kleiman, who is ‘an accomplished counselor’, and Frank Bruno and Jonathan Miller, who are ‘aware of the legal underpinnings at hand and also have a great deal of practical knowledge, which is handy in a crisis situation’. A team including Bruno, John MacKinnon, James Munsell and Jesse Kean has been advising BlackRock’s money market funds on new rules concerning money market fund reform. Elsewhere, MacKinnon and Paul Risko have acted for underwriters in various public offerings by business development companies (BDCs). Counsel Douglas McCormack is also recommended.
‘A strong firm’, Stroock & Stroock & Lavan LLP has ‘deep resources’ and ‘stays abreast of industry trends’ in the registered funds arena. Under the leadership of Stuart Coleman (who is ‘the dean of the investment company bar’) the team acts for more than 850 mutual funds, closed-end funds, ETFs and business development companies, as well as their independent board members. The group has a strong track record in forming a wide range of investment companies, as well as counseling them on day-to-day operational issues including product development, distribution and servicing matters. It also handles exceptional events such as fund M&A and liquidation. In a notable highlight Coleman, David Stephens, Janna Manes and Nicole Runyan acted for The Dreyfus Funds in forming and launching various new mutual funds, which involved various novel investment strategies and investments in complex asset classes. The team provides advice to the boards of some of the most prominent names in the registered funds arena, including iShares, Apollo Investment Corporation, Ares Funds and Neuberger Berman Alternative Funds. The team also acts for investment advisers such as JPMorgan, Credit Suisse and Monarch Alternative Capital, and has notable strength representing parties subject to regulatory investigations and settlements. Washington DC-based Robert Plaze is a name to note in regulatory matters.
‘Steeped in ’40 Act matters’ Vedder Price’s practice is ‘always responsive, has solid expertise and provides well-grounded advice’. David Sturms and Cathy Gonzales O’Kelly lead the group, which acts for open and closed-end registered funds ranging in size from less than $1bn to more than $100bn, and also handles mandates for independent directors and investment advisers. Sturms, O’Kelly, John Marten and Deborah Eades have advised longstanding client Deutsche Funds on the board’s fiduciary duties, as well as multiple transactions and securities offerings and restructuring matters. Other clients include Legg Mason Funds, PowerShares ETFs and ICI Mutual Insurance Company. Karin Flynn has retired.
Noted for its ‘outstanding service at all times’, Kramer Levin Naftalis & Frankel LLP’s team provides ‘timely and well-articulated advice’. Singled out for particular praise are Carl Frischling, for his ‘lifetime of experience in mutual funds’, and the ‘articulate and responsive’ Ronald Feiman. The group, which also includes George Silfen, advises on the formation and operation of various fund products, including mutual funds, BDCs, registered hedge funds and closed-end funds, as well as associated regulatory compliance. Although the firm has a notable reputation for its work for independent directors, its client roster also includes funds, investment advisers and broker-dealers. Reflective of the firm’s strong track record in registered funds, it acts for four of the top 25 fund complexes, including the independent trustees of Columbia Funds and JPMorgan.
Jay Baris heads the practice at Morrison & Foerster LLP, which attracts mandates from a range of industry players including investment advisers, registered investment companies, independent directors, investors and underwriters, among other clients. Reflective of the group’s wide-ranging expertise, its varied workload includes the formation and structuring of closed-end funds and unit investment trusts (as well as their financing), advice on ‘40 Act regulatory and disclosure matters, as well as investment manager and investment company M&A. It is particularly adept at advising operating companies and holding companies on seeking exemption from the requirement to register as investment companies. Baris, Kelley Howes and Matthew Kutner are acting as fund counsel to The Victory Funds, assisting the client with various corporate, regulatory, governance and litigation matters. Other key figures include Barbara Mendelson, Darryl Rains and Murray Indick. Randall Fons has retired from private practice.
Simpson Thacher & Bartlett LLP’s ‘level of service is excellent; its advice is always on point, direct and actionable’. Jointly led by Sarah Cogan and Rajib Chanda, the group capitalises on the firm’s leading reputation in the private funds arena to assist alternative asset managers including KKR, Riverstone Holdings, Oaktree and Ares Management with their activities in the registered funds space. It also advises US-registered open and closed-end funds, underwriters, ETFs and BDCs, as well as independent boards and investment advisers. The multidisciplinary practice advises on regulatory and corporate governance issues, alternative products (such as liquid alternatives) and M&A. The practice has historically been particularly active in the closed-end fund space; despite sluggish market conditions, recent highlights for Cogan and Chanda include acting for the underwriters in the US$555m IPO of Calamos Dynamic Convertible and Income Fund.
Sullivan & Worcester LLP has a strong track record acting for the independent trustees and directors of mutual funds and closed-end funds, as well as the funds themselves. Jointly led by David Mahaffey and David Leahy, its team handles the structuring, formation and offering of funds, as well as dealing with operational and regulatory issues, and M&A. The group also advises on conflicts of interest and distribution arrangements, among other matters. The firm has a particularly notable base of insurance-related fund clients; it acts as fund counsel to MetLife Funds, and for the independent trustees of the John Hancock Funds. John Chilton and Matthew Van Wormer are recommended. Stacy Louizos joined Drinker Biddle & Reath LLP in 2015.
Private equity funds
Index of tables
Private equity funds
- John Ayer - Ropes & Gray LLP
Thomas Bell -
Simpson Thacher & Bartlett LLP
- Erica Berthou - Debevoise & Plimpton LLP
Barrie Covit -
Simpson Thacher & Bartlett LLP
- Bruce Ettelson - Kirkland & Ellis LLP
- Michael Gerstenzang - Cleary Gottlieb Steen & Hamilton LLP
Yukako Kawata -
Davis Polk & Wardwell LLP
Leor Landa -
Davis Polk & Wardwell LLP
- Marco Masotti - Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Robin Painter - Proskauer Rose LLP
- David Schwartz - Debevoise & Plimpton LLP
- Louis Singer - Morgan, Lewis & Bockius LLP
Michael Wolitzer -
Simpson Thacher & Bartlett LLP
- Andrew Wright - Kirkland & Ellis LLP
Debevoise & Plimpton LLP is ‘a leader in the private equity funds arena, and with good reason; it knows the territory from top to bottom’. The firm’s global practice serves a wide range of US and non-US clients including newly established managers, independent boutiques, private equity arms of insurance companies and financial institutions, as well as institutional and individual investment professionals. Its longstanding track record in the private funds arena has seen it act for sponsors and investors on more than 1900 private equity funds worldwide with a combined capital of over $2 trillion. Team head Erica Berthou is ‘one of the best private equity funds lawyers in the business’; her expertise spans formation, expansion and restructuring advice for investment managers, fund structuring and day-to-day operational advice, and assistance with complex carried interest arrangements and co-investment vehicles. The group also handles tax, ERISA and regulatory and compliance issues. In 2015, David Schwartz led the advice to Morgan Stanley on its formation of a $4bn global infrastructure fund. The group has been particularly active in the secondary market; in an illustration of its leading capability in this space, Jordan Murray took the lead on Liberty Mutual’s disposal of two separate portfolios of 50 private equity fund interests worth approximately $225m. Jonathan Adler, Andrew Ahern, Michael Harrell, Rebecca Silberstein and Kenneth Berman are also recommended. Matthew Dickman joined Kirkland & Ellis LLP.
‘A top-flight’ firm, Kirkland & Ellis LLP has ‘unmatched bench strength and experience’, and is praised for its ‘market knowledge and focus on client service’. Its impressive client roster includes some of the largest and most prominent global entities in the private equity space, such as Warburg Pincus, 3G Capital and The Carlyle Group. The firm also advises institutional investors on their multimillion-dollar investments into a wide range of funds. In 2015, practice head John O’Neil assisted Rhône Group with the formation and fundraising of flagship fund Rhône Partners V. Other names to note include Daniel Lavon-Krein, who ‘brings a depth of knowledge and experience to every situation’, the ‘smart and decisive’ Bruce Ettelson, and Nadia Murad (‘you could not hire a more personable or intelligent fund formation attorney’). Andrew Wright is an expert in the formation of complex LBO and hybrid funds, while Michael Belsley leads the firm’s secondary practice. Scott Moehrke, Kelly Ryan, John Muno and Sarah Kirson are also recommended. In 2015, the practice was bolstered by the arrivals of David Lenzi and Martin Voelker from Davis Polk & Wardwell LLP, and Matthew Dickman from Debevoise & Plimpton LLP.
Simpson Thacher & Bartlett LLP is ‘always responsive and employs best-in-class professionals; its depth of experience, consistency and bench strength is probably the best that we have seen in the industry’. Glenn Sarno ‘stands out from the crowd for his in-depth, practical knowledge’. The group has a particularly strong track record acting for some of the largest and most prominent sponsor clients including Carlyle Group, KKR and Pantheon Ventures, and has advised on multiple fundraisings for Blackstone. In a recent highlight, Jonathan Karen led the advice on the $18bn Blackstone Capital Partners VII fund, which closed in 2015. Barrie Covit acted as lead adviser on the $10bn closing of Lexington Capital Partners VIII. In addition to its work on mega-funds, it also assists asset managers of various other shapes and sizes across a wide spectrum of investment strategies, including distressed debt, mezzanine, energy and infrastructure. Other key strengths include alternative asset manager M&A and separately managed accounts. Michael Wolitzer regularly acts for sponsors in fund formation and fundraising matters, as well as providing advice on private fund interests and fund manager M&A. Thomas Bell acts for clients such as CVC Capital Partners and Aquiline Capital Partners across a wide range of investment strategies. Olga Gutman and Michael Nooney are also recommended.
In addition to its strong US presence, Cleary Gottlieb Steen & Hamilton LLP’s practice leverages the firm’s wider global footprint to extend its coverage across Europe, Asia and Latin America. The group acts for some of the largest and most active global investment managers in the private equity space, including Blackstone, KKR, Silver Point Capital and Carlyle Group. Its diverse practice not only covers the structuring and formation of complex and bespoke funds, but also their follow-on investments, exits, regulatory issues, and fund manager M&A. The firm also advises on other matters relevant to private equity funds and their managers, such as tax and real estate, and also acts for a number of limited partner clients. Elizabeth Lenas is leading the team’s advice to TPG on the formation of its seventh flagship buyout fund, TPG Partners VII, and on fundraising for TPG Growth III. Other key figures include Robert Raymond, whose fund formation expertise real estate and buyout funds, and real estate practitioner Michael Gerstenzang, who has a notable track record acting for funds and sponsors. Adrian Leipsic was promoted to partner in 2015, while Joshua Frankel was elected as senior attorney.
Kenneth Rosh leads the team at Fried, Frank, Harris, Shriver & Jacobson LLP, which attracts praise for its ‘legal, technical and advisory capabilities’, and for its ability to ‘spot issues that go beyond the four corners of a document’. The practice advises some of the largest sponsors, including BlackRock, Fortress and Goldman Sachs, on their most sophisticated fund complexes. Rosh (‘the ultimate results-focused lawyer’) and Richard Ansbacher each have 25 years of experience in the private equity funds industry, and the practice’s diverse workload ranges from flagship fund formations and fund restructurings, to managing investments into funds and providing US and cross-border regulatory advice. Other recommended figures include Jonathan Adler (‘very knowledgeable of securities laws, private fund formation and offerings’), Rebecca Zelenka, Jeffrey Ross and David Shapiro. Bolstering the firm’s cross-border capabilities, Mark Mifsud, Kate Downey and Alexandra Conroy joined the London office from Kirkland & Ellis International LLP, while Gregg Beechey joined from King & Wood Mallesons.
David Watson leads Goodwin Procter LLP’s bi-coastal practice, which handles a wide range of domestic and international fund types, with a particularly strong reputation in US and offshore real estate funds ranging in size from less than $100m to more than $4bn. Watson and Neal Sandford are advising BlueVista on the formation of its fourth real estate fund, the $400m Sponsor Equity Fund IV. The practice is also highly active in the venture capital arena, where the firm acts for more than 1200 emerging companies and entrepreneurs, as well as 200 venture capital and private equity firms. In 2015, Thomas Beaudoin assisted Israeli firm Fortissimo Capital with the fund raising for a $470m special situations and growth capital fund. Buyout funds are another strong suit. Jonathan Axelrad, James Donohue and Paul Verbesey are also recommended.
Paul, Weiss, Rifkind, Wharton & Garrison LLP ‘stands toe to toe with its peers in the industry’ and ‘sets the standard in terms of creativity, excellence in people, timeliness and diligence’. Its focus on high-end, complex matters makes it a natural choice for some of the market’s largest and most established sponsors, such as Apollo Global Management, KKR and Oaktree. In an illustration of its outstanding track record in the private equity arena, 2015 saw Udi Grofman act for Blackstone on the closing of its $3.3bn private equity-styled Strategic Capital permanent duration fund. Marco Masotti (whose ‘calm demeanour, depth of experience and creative approach to problem-solving make him a rare talent’) worked alongside Grofman and Michael Hong on Apollo Global Management’s $1bn upsizing to its strategic partnership with Texas Retirement System. The team also acts for middle-market players and activist managers. Amran Hussein is a ‘very hardworking lawyer’ with ‘an immense depth of knowledge when it comes to underlying fund documentation and the fundraising marketplace’.
Proskauer Rose LLP, which ‘excels in market knowledge, price-value and legal substance’, provides a full service to more than 300 general partner clients and over 100 limited partner clients globally. On the sponsor side, its team has a 20-year track record of advising clients in the US, UK and globally on a wide range of fund types, including buyout, venture capital and real estate funds. Its expertise includes fund formation and structuring, fund investments, co-investments, secondary transactions and fund restructurings. Howard Beber, who has ‘strong industry knowledge’, jointly leads the team with Sean Hill, Robin Painter and David Tegeler. Highlights included acting for New Enterprise Associates on the closing of a $3.1bn venture capital fund, representing one of the largest venture funds ever raised. The firm’s cross-border capabilities were recently bolstered by the recruitment of Niamh Curry, who joined the New York office, and Bruno Bertrand-Delfau, who moved to the London office. Both joined from Baker McKenzie LLP. Matthew McBride has been promoted to senior counsel.
Over the last five years, Ropes & Gray LLP has handled the formation of more than 500 funds for some of the most prominent investment managers in the private equity industry. Over the same period, the practice has advised investor clients such as endowments and fund-of-funds, on their investments, including assisting Harvard University with structuring vehicles for co-investment and direct investment opportunities. On the sponsor side, the team is particularly active in regulatory issues involving the requirement to register under the Investment Advisers Act, as well as on day-to-day compliance issues and counselling clients on preparing for SEC examinations. Boston-based John Ayer and London-based Matthew Judd jointly lead the team, which includes Raj Marphatia, Debra Lussier, Larry Rowe and Matthew Posthuma.
Weil, Gotshal & Manges LLP’s presence in the US, Europe and Asia enables it to field a team that can provide extensive cross-border coverage to US and non-US sponsors ranging from first-time managers to some of the largest institutions raising mega-funds. In addition to handling the formation and operation of funds, the group also assists sponsors with organising and operating their investment firm businesses, advises institutional investors on strategic investments, and rounds out its practice with strong tax and regulatory capabilities. In 2015, US practice head Jonathon Soler and senior associate Stephanie Srulowitz acted for American Securities in the formation of its $5bn fund, American Securities Partners VII. In another highlight, David Kreisler (who moved to Sidley Austin LLP post publication) advised Quantum Energy Partners on the formation of Quantum Energy Partners VI, its sixth fund with a total of $4.5bn in capital commitments. Other clients include Perella Weinberg, Brookfield Asset Management and WL Ross & Co. Andrew Chizzik, Jeffrey Tabak and Barry Wolf are other key names. Shukie Grossman joined Gibson, Dunn & Crutcher LLP.
In addition to its sizeable US-based fund formation capability, Akin Gump Strauss Hauer & Feld LLP has fund formation experts in London, Hong Kong and Singapore, giving it ample bench strength to cover the full spectrum of investment management issues for global clients such as Apollo Global Management, Carlyle Group and Castlelake. In addition to handling the formation, operation and restructuring of funds across a variety of investment strategies, the team’s other key strengths include negotiating seed investments, advising on AIFMD and UCITS issues, handling regulatory investigations and enforcement matters, and advising on secondary transactions. Fadi Samman and counsel Angela Adams assisted GE Capital with the $1.3bn sale of more than 400 private equity buyout, venture capital and other private fund interests to Ardian. In another highlight, Eliot Raffkind was lead adviser to Fir Tree Partners in the formation of a $650m solar and renewable energy fund. Stephen Vine and Prakash Mehta jointly lead the team, which includes Kelli Moll and tax experts Patrick Fenn and Stuart Leblang.
Davis Polk & Wardwell LLP’s team has a longstanding track record in fund formation as well as wide-ranging transactional capabilities, which cover negotiating financing for portfolio companies, shareholder and co-investment arrangements, and fund-related acquisitions and disposals. Its practitioners also handle a range of regulatory issues; Yukako Kawata and Leor Landa are advising clients including Avenue Capital and Credit Suisse on matters arising from the Dodd-Frank Act and Consumer Protection Act. On the fund formation front, the pair also advised RoundTable Healthcare Partners on the formation of and sale of LP interests in Equity Fund IV and Capital Fund III, which raised an aggregate total of $850m in capital commitments. Nora Jordan’s workload includes advising asset managers on SEC investigations, as well as on acquisitions and fund manager structures.
Latham & Watkins LLP’s ‘responsive team’ has ‘a lot of depth’. Its experience spans acting for both sponsors and investors globally, ranging from large managers such as Riverstone Holdings and Carlyle Group, as well as mid-market funds targeting specific geographic regions or industries, such as EMX Capital and VMG Partners. Andrea Schwartzman worked alongside Alan Van Dyke in assisting Linzor Capital Partners with forming Linzor Capital Partners III, a $621m fund pursuing equity and equity-related investments in middle-market companies in Latin America. Barton Clark is experienced in counselling US and non-US private equity funds and their sponsors on fund formation, portfolio investments, and regulatory issues arising from the Investment Advisers Act and Investment Company Act. Clark is global co-chair of the practice along with Kathleen Walsh and Scott Klein. Michael Chiswick-Patterson joined Wilson Sonsini Goodrich & Rosati.
‘A top-notch firm’, Morgan, Lewis & Bockius LLP has a broad private equity funds practice that acts for global financial institutions in the formation and management of funds, as well as assisting with their investment strategies and advising on secondary market transactions. It counsels five of the six largest private equity fund of funds by assets under management, including JPMorgan Asset Management and Pantheon Ventures. On the investor side, it advises more than 70 institutional investors on their primary investments, co-investments and secondary investments. Clients include public pension plans and sovereign wealth funds. Illustrative of the global nature of the practice, Louis Singer and Dubai-based Ayman Khaleq assisted Dubai-headquartered TVM Healthcare Partners with forming a fund primarily focused on investments in entities engaged in highly specialized healthcare services, with a secondary focus on medical products. Paul McCoy leads the practice, which includes Steven Giordano, Richard Goldman, Gerald Kehoe, Peter Phleger and the ‘superb’ Georgette Schaefer. Jarrod Huffman was promoted to partner in 2015.
Schulte Roth & Zabel LLP’s team attracts praise for its ‘in-depth industry knowledge’. Its highly active fund formation practice spans a wide range of investment strategies, including real estate, venture capital and leveraged buyout. The group also advises its sponsor clients on investment offerings, fund governance issues and secondary market transactions. Clients include Veritas Capital Fund Management, Coller Capital and Westport Capital Partners. Although the practice is weighted primarily towards acting for sponsors, it also attracts a notable share of investor-side mandates. Stephanie Breslow, whose fund formation expertise includes hybrid funds and funds involving distressed and real estate strategies, is also experienced in negotiating seed capital investments in fund managers. Joseph Smith has assisted clients with structuring funds targeting investments in the US, and further afield in Europe, Latin America and Asia. Also recommended are regulatory and compliance specialist Marc Elovitz, tax expert Shlomo Twerski and David Nissenbaum. John Mahon joined from Sutherland Asbill & Brennan LLP in 2015.
‘First rate in every respect’, Clifford Chance ‘has proven on numerous occasions that it goes the extra mile and gets the job done’. Its ‘highly responsive’ team provides ‘a global perspective to the advice it gives’ and is particularly singled out for its deep insight into the US real estate sector, where it draws upon the firm’s strengths in real estate finance and REITs. Practice head Roger Singer (‘a sage in the private equity space’) is leading the advice to Madison International on its $1bn Madison International Real Estate Liquidity Fund VI. Another key individual is Nick O’Neill, who specialises in banking and financial services regulation in the UK and across the EU. O’Neill is advising US fund managers and placement agents on AIFMD-related issues concerning their activities in the EU. Jeff Berman regularly advises US and non-US investment advisers, funds and banking organisations on regulatory matters.
Gibson, Dunn & Crutcher LLP has a strong track record in forming traditional funds and raising capital across multiple investment strategies, including buyout, growth capital, credit and real estate. Its expertise covers every aspect of the asset manager’s business, such as the formation of new managers, carry plans, corporate governance, succession planning and regulatory issues. In 2015, Edward Nelson acted as lead adviser to I Squared Capital Advisors (US) LLC on the formation of its $3bn debut infrastructure fund. The firm also handles more bespoke and complex structures, such as funds-of-one and vehicles involving co-investment arrangements and separately managed accounts. Other pillars of the practice include handling transactional matters involving funds and managers (such as spin-offs of management teams, acquisitions and dispositions of interests in fund sponsors) and institutional investor representations. Shukie Grossman, who joined from Weil, Gotshal & Manges LLP in 2015, co-chairs the practice with Jennifer Bellah Maguire and Edward Sopher. Regulatory counsel Gregory Merz is a recent hire from Proskauer Rose LLP.
Lennine Occhino and John Noell jointly lead Mayer Brown’s team, which acts for a variety of fund clients, including large and boutique asset managers, portfolio companies, banks and insurance companies. The group covers the entire fund lifecycle, ranging from structuring and formation through to investments and exit strategies. Its wide-ranging expertise enables it to advise on a variety of fund structures and investment strategies, including pledge funds and captive funds, as well as on vehicles focused on real estate, venture capital and infrastructure. Noell was lead adviser to Terranum Capital in the formation of its $54m Terranum Capital Latin America Real Estate Fund II, which invests in the development of low and middle-income housing and retail projects in Peru, Colombia and Mexico. Other clients of the practice include UBS, Prudential Real Estate Investors and Clarion Partners. Ugo Ude was promoted to partner in 2015.
‘The overall level of service is great’ at O’Melveny & Myers LLP, which fields fund management practitioners across its New York, California and Washington DC offices. The team advises its sponsor clients on a wide spectrum of investment strategies, including those focused on growth equity, credit opportunity and buyouts, as well as funds targeted at particular sectors and geographical regions. Its dedicated regulatory group handles the full gamut of regulatory and compliance issues for investment advisers. Other strengths of the practice include secondary market transactions, where the team acts for buyers, sellers and institutional investors. In an illustration of its secondaries expertise, Timothy Clark recently led the advice to Australian superannuation fund SunSuper on its $650m disposal of a number of private equity interests. Recently promoted partner Don Melamed is ‘knowledgeable, responsive and efficient’ and is recommended alongside Kathryn Sanders. The firm’s London office recently hired Eve Ellis from Mishcon de Reya LLP, and also saw the departure of Solomon Wifa, who joined Willkie Farr & Gallagher LLP.
Paul Hastings LLP has a particularly strong focus on real estate funds, where it acts on cross-border matters for institutional sponsors, emerging managers and institutional investors. In addition to fund formation, its team assists with executing investment strategies, dealing with operational issues relating to funds and fund dispositions. In an illustration of the global nature of the practice, Joshua Sternoff assisted Prudential Real Estate Investments with formulating and rolling out a carried interest and employee co-investment program for PREI employees in the US, Latin America, Europe and Asia. In 2015, Lawrence Hass acted for Jaguar Growth Partners in forming and launching a $600m investment platform focusing on real estate businesses and opportunities in Latin America. Other standout individuals include Rob Carlson, Thomas Rao and Siobhan Burke.
The global nature of Shearman & Sterling LLP’s practice means that its team is not only well placed to form cross-border funds spanning a wide range of investment styles, but also to deal with a wide range of US and non-US regulatory and compliance issues, including those arising from the Dodd Frank Act and AIFMD. Laura Friedrich is ‘exceptionally proficient in all phases of the fund lifecycle, from formation, capital raising, LP/GP issues, through to liquidation’. In 2015, Friedrich was lead adviser to International Finance Corporation on its successful close of IFC Financial Institutions Growth Fund. A particular strength of the practice is its ability to leverage the firm’s extensive resources in real estate and M&A to undertake transactional matters for funds. On the limited partner side, the group is experienced in acting for sovereign wealth funds, development finance banks and other institutional investors. ‘Guiding light’ Paul Schreiber ‘provides all the technical expertise and diligence necessary to get each job done efficiently’. In 2015, John Reiss was promoted to counsel, while London-based John Adams was promoted to partner.
Phillip Isom and Adrienne Atkinson are names to note at Willkie Farr & Gallagher LLP, which advises sponsors on forming and structuring funds, negotiating seed investments, executing investment strategies and an assortment of regulatory and compliance issues. The group also advises managers on spin-outs and restructurings, and has experience of a range of strategies, including leveraged buyout, growth equity, venture capital and distressed debt. Clients range from emerging sponsors to global institutions including Warburg Pincus, Neuberger Berman and ICV Partners. In 2015, Adrienne Atkinson, Gordon Caplan, Scott Arenare and others advised Insight Venture Partners on flagship fund Insight Venture Partners IX LP and co-investment vehicle Insight Venture Partners Growth Buyout Co-Investment Fund LP, with combined commitments of $4.75bn. Arash Farhadieh was promoted to partner, while Solomon Wifa joined the London office from O’Melveny & Myers LLP.
Although energy and infrastructure-related funds form the bulk of the mandates at Chadbourne & Parke LLP, the practice is notably active in emerging markets funds involving Latin America and Africa, and also advises on other fund types such as buyout and growth equity. Scott Naidech’s ‘responsive and creative’ team acts for clients including LIV Capital, Southern Cross Group and Quilvest on fund formation and ongoing management, as well as advising managers, private funds and separately managed accounts on regulatory and compliance issues. In 2015, Naidech was lead adviser to SCL Energía Activa on the formation of Americas Energy Fund II LP and a parallel vehicle, Americas Energy Fund II Clean Energy LP, which will be investing in Latin American energy and power-related assets. Other key individuals include ‘efficient attorney’ Beth Kramer, ‘clear and concise’ Morton Grosz and Talbert Navia.
Known primarily for its venture capital focus, Cooley LLP fields 35 attorneys dedicated to fund formation in this space, and can draw on more than 250 lawyers to assist fund clients with minority investments, debt financing and tax structures, among other matters. Illustrative of the scale and global nature of the practice, the group is primary fund counsel to more than 325 investment fund organizations and acts for clients in the US as well as in China and Europe. John Dado and Craig Dauchy are noted for their ‘creativity and technical expertise’. Dauchy worked with Ian O’Donnell on the $1.4bn closing of Institutional Venture Partners XV, the second largest venture fund formed in the US in 2015. Kimberley Kaplan-Gross, Shane Goudey and Bernard Hatcher are also recommended.
‘Very well regarded in the private equity funds arena’, Covington & Burling LLP’s multifaceted practice attracts work from a wide range of sponsors, purchasers and sellers of fund interests in the secondaries market (such as funds-of-funds and managed accounts), and institutional investors. On the sponsor side, its capabilities span fund formation, operation and compliance issues, as well as capital raising and general partner formation and management mandates. The team is led by William Sturman and Loretta Shaw-Lorello (‘a good problem-solver’), who acted for PineBridge Investments on a number of matters in 2015, including the restructuring of PineBridge Global Emerging Markets Fund II LP. Other clients include The Hampshire Companies, MedImmune Ventures and Neuberger Berman.
Curtis, Mallet-Prevost, Colt & Mosle LLP’s team spans the US, Europe, the Middle East and Central Asia and provides an integrated service to a range of domestic and international financial institutions, fund managers and their sponsors, as well as investor clients including pension plans, sovereign wealth funds and high-net-worth individuals. Its expertise covers capital raising, execution of investment strategies, restructurings of fund complexes and matters specific to fund managers’ businesses. The firm has maintained longstanding relationships with PE clients including Merrill Lynch, which it has advised for more than 30 years and is currently advising on the formation and launch of feeder funds for the client, as well as providing guidance on regulatory compliance issues. Carl Ruggiero and Victor Zimmermann are co-chairs of the practice, which includes Shaun Reader.
DLA Piper LLP (US)’s team acts across a diverse range of investment strategies, including buyouts, mining, debt, venture capital and real estate, for clients ranging from start-up managers setting up their first funds to global sponsors with billions of dollars under management, as well as financial institutions and their alternative asset groups. The group has experience spanning the entire lifecycle of a fund, as well as handling restructurings, financings and regulatory compliance. In 2015, Richard Reilly worked with David Goldstein, Victor Levy and Gerald Rokoff to assist Ares Management LLC with forming its flagship $1bn distressed debt fund, Ares Special Situations Fund IV. Although it is not an area of focus for the practice, the group also handles a number of limited partner representations. In 2015, Howard Rosenblum joined Choate, Hall & Stewart and Richard Gashler moved to Orion Resource Partners.
Hogan Lovells US LLP is noted for its longstanding relationships with mid-market sponsors such as Ironwood Capital and ACON Investments. The practice handles the formation and structuring of a wide range of vehicles, including funds-of-one, co-investment vehicles and separately managed accounts. It also advises on capital raising matters, ongoing operational and regulatory issues, and transactions. In an illustration of its real estate fund expertise, David Bonser and Olesya Barsukova-Bakar acted as lead advisers to JBG on the $680m JBG Investment Fund IX, which was formed to invest in real estate projects in the Washington DC area. The group also has particular strength in handling work for clients seeking a licence to operate as a small business investment company. Co-head David Winter and Elizabeth Roberts are also recommended.
Known primarily for its strengths in investor-side mandates, Orrick, Herrington & Sutcliffe LLP is ‘particularly adept at identifying and neutralising risks that may arise in association with new or unusual investment vehicles’. It acts for a number of well-known institutional investors; in 2015, co-chair Dolph Hellman was lead adviser to Employees Retirement System of Texas on a $75m commitment in I Squared Global Infrastructure Fund (UST) LP. Fellow co-chair Quinn Moss has advised clients including Washington State Investment Board and New York Common Retirement Fund. On the sponsor side, the team attracts work from boutique and institutional managers and has particular strength in the high-growth technology company space, where it assists sponsors with forming early-stage funds and advises institutional investors on their investments into funds supporting emerging technologies. Yong-Nam Jun is also recommended.
Sidley Austin LLP has been particularly active for clients forming funds to invest in real assets including agri-business, real estate, infrastructure, and metals and mining. Alyssa Grikscheit and Javier Fierro are acting for Banco Interacciones in the formation of a fund to invest in infrastructure in Mexico, and in a related offering of Mexican securities. In addition to its fund formation expertise, the firm leverages its extensive resources in ancillary disciplines such as real estate and M&A to provide a full service to clients that covers seed capital transactions, restructuring funds and managers, and handling compensation plans. Timothy Clark has ‘deep private equity fund formation experience and proffers counsel that satisfies fiduciary, regulatory and commercial objectives’. Also recommended are Christian Brause, James Munsell, Beth Quintana and Susan Lewis. In 2015, Jennifer Spiegel joined from Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Scott Macdonald was promoted to partner. Timothy Spangler joined Dechert LLP. Since publication, David Kreisler joined the firm's Boston office from Weil, Gotshal & Manges LLP.
White & Case LLP leverages its sizeable global network to act for a wide range of clients, including large privately-held advisers with billions of dollars under management, financial institutions and their alternative asset managers and smaller, independent entities. The firm has particular strengths in forming and managing mid-market funds with a focus on buyout and real estate investment funds. It is also active in emerging markets funds targeting areas such as Africa and Latin America; Monica Arora is assisting Avanz Capital Partners with establishing a fund making investments in emerging markets. Although the practice is primarily sponsor-focused, the team also acts for institutional investors on their investments in alternative assets. John Lillis and Mara Topping are also recommended.