The Legal 500

Debevoise & Plimpton fields 50 US-based attorneys, comprising ‘one of the deepest benches in the private equity industry’, and its ‘first-rate’ team of fund formation lawyers is considered to be among the best in the market. The depth of team and expertise allows it to staff credible teams simultaneously for multiple clients including GP sponsors and institutional investors, among them major private equity firms such as The Carlyle Group, and advise on transactions, tax, ERISA, fund structuring and fundraising. Distressed debt continued to be a key driver in 2011, with the team acting for longstanding client Oaktree Capital Management in forming Oaktree Opportunities Fund VIII, a global distressed debt fund that closed in March 2011 with $7bn in capital commitments. In conjunction with Oaktree Opportunities Funds VIIIb, this represented one of the largest distressed products raised in 2010 or 2011, and is reflective of the scale of the work handled by the firm. The team also represented three of the ten largest funds globally to close in the second quarter of 2011, including EIG Global Energy Partners’ Energy Fund XV, a $4.1bn fund specializing in power, energy and energy-related infrastructure investments. Illustrating its international reach, the team acted for Vinci Capital on the formation of a $1.4bn buyout fund focused on Brazil. ‘Extremely satisfied’ clients cite the team’s ‘good knowledge of changing trends in fund terms’, thanks in part to its 30-year track record and the expertise of practice co-chair Michael Harrell, ‘a real industry leader’. Fellow co-chair David Schwarz is also highly recommended, as is ‘rising star’ Erica Berthou, whose ‘dedication, skill, judgment and work effort are simply phenomenal’. Rebecca Silberstein also draws praise as ‘an excellent negotiator who really goes to bat for her clients’, as does Jennifer Burleigh for her ‘great command of issues, market sentiment and commercial awareness’. The team’s fund formation and transactional capability is underpinned by a strong tax offering, which includes the ‘top-notch’ Peter Furci.

Kirkland & Ellis LLP continues to be ‘go-to deal counsel’ for a significant proportion of GP sponsors. Its winning combination of ‘a deeply integrated team and a truly global reach’ has ensured healthy deal activity despite challenging market conditions. In 2011, it represented some 130 private equity sponsors in 157 fund raisings and closings, constituting around 25% of the aggregate publicly reported funds raised in the US in 2011. The US team is based in six offices and has an international network that brings the total to 35 corporate and real estate partners delivering ‘exceptional work’ in fund formation, M&A and regulatory matters. The group has a particularly strong niche in secondary transactions – for example, it has advised Partners Group on over 70 transactions totaling more than $4bn, and gained several new clients in 2011, including Pantheon Ventures and Citibank. Targeted buyout funds have been another fruitful source of instructions, with the team acting for the sponsors of GTCR Fund X, a $3.25bn buyout fund targeting investments across high-growth areas such as technology, healthcare and financial services. It also acted for Golden Gate Capital on its $3.5bn Golden Gate Capital Opportunity Fund, which achieved 95% of its target amount on its initial closing in October 2011. It is also in demand among institutional investors, who value its ‘broad exposure to counterparties and GPs’, and these clients include Invesco Private Capital and Morgan Stanley AIP. The ‘client-focused’ partners are roundly regarded as ‘thought leaders’ in the private equity space, with New York-based Andrew Wright singled out for his ‘strategic vision, tremendous technical expertise and understanding of the commercial operations of investment funds, rather than just the legal theory’. In Chicago, Margaret Gibson is regular counsel to Bank of America’s affiliated funds and spin-offs, and ‘applies a consistent but balanced approach to negotiations’; Michael Belsley provides ‘extremely insightful and thoughtfully crafted resolutions’; and private funds group head Bruce Ettelson is also highly recommended for his ‘dedicated leadership’. In New York, John O’Neil is very well regarded.

Simpson Thacher & Bartlett LLP has ‘deep knowledge and experience’ of the private equity industry amassed from years spent advising some of the industry’s most prominent players, including Blackstone/GSO, KKR, Carlyle and Apax Capital Partners. Its US private equity offering is ‘among the best in the market’ and it supplements this with international reach that now extends to the UK following Jason Glover’s recruitment to the London office from Clifford Chance. Its newfound ability to tap into the European private equity market has already netted the practice a role in four of the five largest fundraisings in Europe, including the $3.5bn Actis Emerging Markets 4 Fund. The eight-partner US team advised Blackstone on its $1.5bn US-focused real estate debt fund, and Carlyle on a $2.55bn fund formed to make privately negotiated equity and equity-related investments in Asian companies. It also acted for BTG Pactual in its $1.5bn Brazilian private equity fund, the largest such fund raised in 2011, and Centerbridge in its $4.25bn fund focusing on private equity and distressed investments in North America. The ‘exemplary’ team is praised for its ‘business savvy and practicality’, with Thomas Bell and Glenn Sarno singled out as ‘clear leaders in fund formation’. Michael Wolitzer is ‘extraordinarily intelligent and insightful’, and Michael Nooney in Palo Alto is praised for his ‘thorough understanding of the private equity industry and effective structuring of new funds’. John Hart is ‘an authority on tax matters and is able to make the complex easy and accessible’, and Jonathan Karen is ‘a rising star’. All recommended partners are based in New York, except where noted otherwise.

Goodwin Procter LLP has investment management teams in Boston, New York, Washington DC and Silicon Valley, as well as internationally in London and Hong Kong, and work spans real estate and mid-market buyout funds as well as its particularly strong venture capital offering. The practice fields 14 dedicated US-based partners, all focused on fund formation and transactional matters for a client list that includes real estate private equity firm Belvedere Capital, buyout fund Pinebridge Investments, and venture capital funds such as Pinnacle Ventures. In 2011, the team acted for Northgate Capital in the formation of Northgate V LP, a $1bn fund-of-funds and, in a reflection of its strength in the secondaries market, represented Saints Capital in the formation of Saints Capital Granite, a $70m secondary fund, and Saints Capital VII, a $300m secondary fund. It also formed a $100m Asia-focused venture capital fund for Translink Capital. Boston-based team head David Watson is recommended along with venture capital expert Jonathan Axelrad in San Francisco.

Proskauer Rose LLP’s sizeable private equity fundraising practice has ‘astounding technical expertise’ and provides ‘great knowledge of limited partnership agreement terms, excellent suggestions on structured deal issues and a strong breadth of knowledge on tax issues’. It ‘knows the fund formation market cold’, and has the ability ‘to work under very tough timing deadlines’. Its scope encompasses mid-market buyout and venture capital funds and it has a particularly strong secondaries offering – it acted on over 100 secondary transactions in 2011. Its international scope has also been instrumental in its success in attracting private investment fund clients on both the LP and GP side. In 2011, it acted for global venture firm Bessemer Venture Partners in the $1.6bn closing of its group of venture capital funds. The team also continues to represent longstanding client JPMorgan in its alternative investment strategy, as well as the structuring and organization of its funds-of-funds, direct investment funds and feeder fund complexes. This ‘thoroughly professional’ team has numerous highly rated fund specialists, and is ‘at the top of the charts in terms of venture capital fund formation lawyers’. Corporate practice co-chair and co-head of the private investment funds group Robin Painter combines ‘outstanding fund formation and broader corporate expertise’. Fellow co-heads Malcolm Nicholls and Howard Beber are ‘responsive, knowledgeable, practical and high-quality counsel’. Also co-heading the practice is David Tegeler, who has ‘excellent judgment, experience and market knowledge’. Sean Hill is recommended for his secondaries experience.

Numbering over 100 attorneys between its US, London and Asia offices, Ropes & Gray LLP’s private investment funds group provides breadth and depth of expertise that spans the buyout, venture capital, energy and infrastructure and fund-of-funds arenas. It acts for a balanced mix of industry players, from fund sponsors such as Hancock Capital Management and Kohlberg Capital to institutional investors such as Verizon Investment Management Company and Getty Trust. Its regulatory strength has proven to be a key asset for a number of sponsor clients seeking advice on the implications of SEC registration, while its capability in secondary transactions attracts work for investors and funds-of-funds. In 2011, it represented Weld, Carson, Anderson & Stowe in the organization of its $4bn eleventh buyout fund, and acted for Charlesbank Capital Partners in the formation and fundraising for Charlesbank Capital Partners VII, a $1.5bn private equity fund. It also continues to act for Goldman Sachs Asset Management on its funds-of-funds, private equity and venture fund activities. Boston-based John Ayer and Raj Marphatia jointly head the practice, which includes respected figures Ann Milner, also in Boston, and Michael Doherty in New York.

Weil, Gotshal & Manges LLP’s five-partner team ‘excels in terms of industry knowledge and client service’ across the full complement of fund formation matters, from structuring and organization to negotiating the terms and economic sharing and governance arrangements among fund sponsors. It can also provide strategic counsel on complex transactions, including the sale and acquisition of minority and majority interests in sponsor entities and secondary purchases of private equity portfolio interests. It continues to be an active presence on the increasingly rare number of multibillion-dollar fund closings for a sponsor client base that includes Perella Weinberg Partners and Brookfield Asset Management. In 2010, it acted for the latter in the formation of a $2.5bn infrastructure fund focused on investments in North American and South American assets, and has continued to advise it on subsequent fund formations. Other key clients include UBS Financial Services, WL Ross & Co and The Gores Group. Although his role as executive partner of the firm means he is not as active in the private funds space as he once was, Barry Wolf remains a highly respected figure in the market. Jeffrey Tabak, Shukie Grossman and Jonathon Soler are also recommended.

Cleary Gottlieb Steen & Hamilton LLP continues to draw praise from its GP clients, which highlight the ‘high-quality, timely and attentive delivery every time’, and the ‘excellent knowledge of market terms’ among the two partners and one counsel that make up the investment management practice. In addition to the international nature of the practice’s workload, which has seen it represent sponsors of funds focused on equity and debt investments in Latin America and Asia, it also continues to advise on the SEC’s pay-to-play rules, the Volcker Rules and the European Union’s AIFM Directive. It is expert in emerging markets funds and acts as counsel to DLJ South American Partners, a private equity fund sponsored by Credit Suisse Group and former Credit Suisse investment professionals; and represented Helios Investment Partners in the closing of its second private equity fund focusing on pan-African investments. The group also advised longstanding client TPG on the formation and structuring of a business development company focused on loan origination to mid-market companies. In addition to its strong GP capability, the firm is growing its experience on the LP side, with Bob Raymond representing Deutsche Bank in the formation of its funds-of-funds to invest in third-party sponsor-managed funds. ‘The quality and seniority of all the lawyers is second to none’, with New York-based Michael Gerstenzang highlighted for his ‘excellent technical ability and responsiveness’. Counsel Elizabeth Lenas ‘ticks all the right boxes’.

Davis Polk & Wardwell LLP’s 50-lawyer practice dedicates its time to fund formation across the investment management space. The ‘impressive’ Yukako Kawata heads the team, which handles high-end private funds matters for clients such as Greenhill Capital, Morgan Stanley and Ontario Teachers’ Pension Plan. The breadth of its client base, encompassing as it does standalone funds, asset management firms, sovereign wealth funds and the private fund platforms of investment banks, has given it a wealth of experience on fund formation, M&A and regulatory matters. Reflecting the continued market interest in distressed debt, the team acted for Pacific Investment Management Co (PIMCO) in the final closing of its $2.3bn Bank Recapitalization and Value Opportunities Fund. It is also advising Greenhill & Co on the $45m sale of its interests in private equity fund Greenhill Capital Partners II LP. Its expertise has been in demand to navigate the changing regulatory landscape, with Kawata advising the Securities Industry and Financial Markets Association (SIFMA) on the application of the Volcker Rule concerning banking entities as they pertain to private equity fund investments and sponsorship. Leor Landa’s expertise in the secondaries markets is also a regular source of work, and the team routinely acts as counsel to Credit Suisse Strategies Partners in its acquisitions of pools of private equity fund interests.

Fried, Frank, Harris, Shriver & Jacobson LLP’s fund formation practice is ‘exceptional – it provides outstanding value for money, deep industry knowledge and a strong bench’. The firm reinforced this in 2011 with the recruitment of Ian Schwartz and special counsel Linda Riefberg in New York, and Christopher Bellini in Washington DC. Schwartz, formerly of Kirkland & Ellis LLP, brings ‘great depth of expertise in the fund formation area’ and ‘keen insight into market trends’, particularly for mid-market funds. Riefberg and Bellini are regulatory experts, the former having a background as vice president and chief counsel in the Department of Enforcement of FINRA. This brings to 16 the number of partners dedicating their efforts to investment management matters, including providing strategic regulatory advice to longstanding institutional clients such as Goldman Sachs and Highbridge Principal Strategies. It also acts for the former on the bulk of its fund requirements, from structuring and organization to fundraising and transactional advice. It has also amassed a significant international client base that includes sovereign wealth funds such as China Investment Corporation and asset management firms such as Vision Brazil Investments. The team advised the former on its proposed portfolio acquisition of real estate funds from Harvard, and acted for the latter on the formation of a real estate fund and an emerging markets fund, as well as the spinout of its private equity arm. It also acted for Goldman Sachs in the formation of Broad Street (Beijing) RMB Fund, its first single-country pool of investment capital, which raised RMB5bn. Practice head Kenneth Rosh has ‘an outstanding breadth of fund experience’, and David Shapiro ‘makes tax law understandable and interesting’.

Linklaters has worked hard to build its US practice up to match the standing of its UK offering, and in Stephen Culhane it fields a partner with ‘a wealth of commercial and legal expertise and experience’. Practice head Scott Bowie is also highly recommended. The group’s strong GP orientation attracts heavyweight fund sponsors such as KKR and Cinven Capital Management, which it is advising on private equity fundraisings and multi-strategy funds. Although the investment management practice is smaller than most of its leading US contemporaries, the three-partner team nonetheless has a broad range of sector coverage and expertise, including real estate, infrastructure and natural resources-focused funds. It is often at the cutting edge of new fund product launches, and has been highly active in multi-strategy fund launches in 2011, targeting a variety of debt and credit investments and utilizing a mixture of alternative and private equity fund structures.

Morgan Lewis consistently provides ‘timely turnarounds, a high level of business acumen and a proactive approach’ for its largely LP-side client base, which includes four of the largest pension funds based on assets under management, while sponsor-side clients include five of the largest funds-of-funds complexes. Its more than 50 institutional investor clients can access over 70 lawyers spread across its US, European and Asian offices, including eight dedicated US-based partners. It is particularly known for its representation of Fortune 500 companies in providing seed capital to VC funds and insurance companies investing in private equity funds. Jedd Wider acted for MetLife in a secondary sale auction of a $500m portfolio of private equity fund interests. Other highlights included representing SK Capital Partners in the formation of its $500m institutional fund as well as advising a global financial services firm on selling a portfolio of investments in private equity funds, a cross-border deal spanning Switzerland and the US. Among the group’s state pension fund clients, it continues to represent Ohio Public Employees Retirement Fund in its various investments, co-investments and secondary market purchases. Practice head Louis Singer has ‘excellent knowledge of the legal and financial industry’, and Georgette Schaefer is ‘wonderful to work with’.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s five-partner private funds practice continues to be many clients’ go-to choice for high-end fund formation and related M&A work. The firm supplemented Marco Masotti and Robert Hirsh’s expertise by recruiting private funds specialist Udi Grofman from Schulte Roth & Zabel LLP in 2011, who brought with him structuring, regulatory and compliance expertise. The team has been particularly active in the distressed debt and credit investment fields for its sponsor-side clients; recent highlights include representing Värde Partners in the formation of a $2bn distressed debt fund targeting both public and private distressed opportunities. Mid-market funds were also a key driver in 2011, with the firm representing Wellspring Capital Management in the closing of a $1.2bn fund, and Harvest Partners in the formation of a $1.1bn buyout fund targeting mid-market companies.

Clifford Chance has a towering global presence for private equity funds, and this extends to its 17-partner, US investment management practice, which regularly acts alongside its London office to provide the scope of service required by a client base that includes Bank of America Merrill Lynch, Apollo Global Real Estate and BC Partners. In 2011, New York-based Jeff Berman and colleagues in London acted on BC Partners’ formation of a €6.5bn European buyout fund, which involved cross-border regulatory and structuring advice and negotiations with investors regarding the global implications of the Dodd-Frank Act. It also acted for HSBC in its global spinout of its private equity business, and for C-III Capital Partners in the formation of a fund to capitalize on distressed assets in the US, which involved tax structuring advice to anticipate the concerns of investors making seed asset acquisitions.

Seven partners in Mayer Brown’s Chicago office collectively form the backbone of its private equity funds practice, which is hailed as ‘nothing short of terrific’, particularly when it comes to its real estate funds. The team provides ‘very good understanding of the business and great value for money’, and has ‘an excellent reputation in the institutional world, and a strong performance record’. In 2011, it represented Equity International in the formation of EI Fund V targeting investments in real estate companies in emerging markets, and which held its final closing in September 2011 with $650m of aggregate commitments. It also represented longstanding partner CB Richard Ellis Investors in the formation of SP5 Wood Partners Development LP and SP5 Wood Partners Co-Investment Venture 2 LP, which were formed to invest with its limited partners and national multi-family residential developer Wood Partners in a number of multi-family residential property developments. Other key clients include Clarion Partners and Prudential Real Estate Investors. With over 30 years’ fund formation experience, practice head John Noell ‘has the respect of many of the institutional investors and attorneys in the commingled real estate fund area’; he and Anne Marie Konopack provide advice that is ‘head and shoulders above their peer set’. Matthew Posthuma is ‘very practical, timely and easy to work with’, and the up-and-coming Frank Falbo is also recommended.

O’Melveny & Myers LLP’s private funds practice spans the east and west coasts of the US, and also has resources in Europe and Asia. Kathy Sanders heads the West Coast operation, advising fund sponsors on structuring issues and fiduciary arrangements, as well as representing institutional investors such as CenturyLink Investment Management and AIG. Splitting his time between New York and California, 32-year veteran Robert Blashek handles fund formation and tax matters for sponsor clients such as Colony Capital and Seidler Equity Partners. The addition of Tim Clark, former co-head of Proskauer Rose LLP’s hedge funds practice, to the New York office gives the practice broader private funds expertise, particularly in the venture capital space. The expanded team advises on the full complement of funds matters, from joint venture agreements to secondary transactions and co-investment arrangements. In 2011, it acted for SunAmerica Financial Group, a division of AIG, during the spinout of its alternative investments team to AllianceBernstein, and represented Jonathan Rose Companies in raising two real estate funds targeting office buildings and affordable housing.

Schulte Roth & Zabel LLP’s dual capability in hedge funds and private equity is attractive to clients, who praise the firm’s ‘thoughtful and prompt advice that strikes the right balance between commercial and legal concerns’. The distressed debt arena has been core to the practice’s success in 2011, with key sponsor clients also drawing on the broader restructuring, M&A and regulatory expertise the firm supplies. Investment management co-chair Stephanie Breslow represented Black Diamond Capital Management in the closing of its distressed debt private equity fund. Breslow and the team are ‘very knowledgeable of the market, and combine that with practicality’. In May 2012, Joseph Smith and Russel Perkins joined from Dewey & LeBoeuf LLP.

Cooley LLP fields more than 40 attorneys providing regulatory, tax and ERISA and formation advice to over 200 venture capital and private equity firms. Practice head Craig Dauchy and 16 other partners advise clients such as Menlo Ventures and Sigma Partners from the firm’s Palo Alto office. It is also an active presence in emerging markets, where it acts for a number of China and India-focused funds such as SAIF Partners India and Matrix Partners China, and is in the process of setting up a representative office in Shanghai. Highlights included advising Industrial Growth Partners on a $600m buyout fund and Legacy Venture on its $350m fund-of-funds.

At Gibson Dunn, New York-based Ed Sopher has cultivated a solid practice representing predominantly sponsor-side clients, with a particular emphasis on real estate and oil and gas-related matters, and also handles some LP work for sovereign wealth funds, a reflection of its globe-spanning capability. Its strength in the secondaries arena attracts a prominent array of institutional clients including Credit Suisse and Neuberger Bergman, and it advised the former on its new $2.5bn secondaries fund in 2011. The team also acted for Invest AD in a number of MENA-region matters, including a joint venture with Japan’s SBI Holdings for a $100m buyout fund focused on Turkey. On the LP side, the group continues to act for Swiss Re Private Equity Partners, Transatlantic Holdings and AECOM Corporation in their investments in private equity funds.

Hogan Lovells US LLP fields only two US private equity partners but nonetheless packs a considerable punch, with clients citing ‘a good balance of legal, business and tax judgment and expertise’, as well as its global reach. The practice predominantly acts for sponsors such as Ironwood Capital and Northzone Ventures, but also handles some LP representations for state pension funds and universities. It has particularly strong venture capital, energy and real estate orientations to its workload, which encompasses fund formation, mezzanine fundraising and transactional matters. Practice head David Winter ‘has a good sense of the market and is very helpful in negotiations with investors’.

Latham & Watkins LLP combines fund formation and transactional structuring expertise and is internationally recognized for its ‘highly responsive service and knowledgeable industry expertise’. Energy and Asia-related funds continue to be core areas, and in 2011 the team acted for an institutional sponsor in the formation of a $6bn energy and power-focused fund, and for another sponsor in the formation of a $650m fund focused on opportunities in Greater China. Washington DC-based co-chair Barton Clark provides ‘an excellent service’, and Brynn Peltz in New York is ‘an excellent attorney’. Fellow co-chairs Kathleen Walsh and Scott Klein are also recommended.

Orrick, Herrington & Sutcliffe LLP is particularly notable for its expertise in cross-border fund formations and ‘extraordinarily high levels of service, quality of counsel and knowledge of legal and commercial concerns’. It has amassed an enviable client base of investors that includes New York City Retirement Systems, Employees Retirement System of Texas and Connecticut Retirement Funds and Trust Funds. In 2011, it acted for key client Oregon Public Employees Retirement Fund in several matters, including its $100m investment into GSO Capital Opportunities Fund. It also represents entrepreneurial private equity funds, and recently assisted Grassroots Capital with the establishment of a private equity fund to pursue investment opportunities in microfinance institutions in Central and South America. Private funds co-chair Quinn Moss shows ‘expertise and skill’. The team recently strengthened its regulatory capability by recruiting Ed Eisert from K&L Gates.

Paul Hastings LLP’s private funds group has ‘a very high knowledgebase’, particularly for real estate private equity, where it is considered ‘an authority in the industry’. The five-partner team ‘works as a unit’ on fund formation and operational matters for institutional clients such as Apollo Global Real Estate and Brookfield Investment Management, both domestically and abroad. In 2011, it acted for Perella Weinberg Partners in the organization and offering of interests in its €1.25bn fund targeting European real estate assets, and represented Teneo Capital in co-sponsoring a fund targeting controlling and non-controlling equity positions in Latin American operating companies. Thomas Rao is ‘an exceptional lawyer, and always the voice of reason on deals’, and Lawrence Hass is ‘an absolute legal superstar’ thanks to his ‘grasp of the issues and encyclopedic knowledge of his area of expertise’. Joshua Sternoff ‘combines a deep understanding of the legal issues with a nuanced read of both the market dynamics and the ongoing negotiations with which he is involved’.

White & Case LLP’s ‘knowledge of fund management in emerging markets is unparalleled, and its long history and extensive geographical reach is a valuable asset’. Eight partners advise on fund formation, investment, tax, regulatory and ERISA matters for alternative asset managers, with emerging markets funds being a particular focus. In 2011, the team advised Gávea Investimentos on a new $2bn fund formed to make private equity investments in Brazil, and represented The Beekman Group in forming a $225m closed-end fund focused on small to mid-market investments. New York-based funds specialist Monica Arora is ‘technically very proficient in private equity fund formation’.