The Legal 500

Debevoise & Plimpton is widely regarded as ‘one of, if not the, most experienced law firms in fund formation’, and it enjoys a reputation for ‘world-class responses with in-depth knowledge of the trends governing the private equity industry’. 50 US-based attorneys devote their efforts to private equity fund formation, and the practice can draw on 200 lawyers globally. The group has a 30-year track record advising on fund formation on the GP and LP side, and is ‘highly integral to private equity firms’ LP relations efforts’, exhibiting capability that extends beyond standard fund management to encompass M&A, tax and ERISA. During 2010, it advised Prudential Capital Group on raising $965m for mezzanine investments and closed several significant buyout funds for longstanding clients Clayton, Dubilier & Rice and Morgan Stanley Capital. For the former, it formed a $5bn buyout fund, which was the largest private equity fund closed in the fourth quarter of 2009. Distressed debt fundraising remained a key theme, with the team representing Oaktree Capital Management on closing a $4.5bn global distressed debt fund, which was the largest such fund closed as of October 2010. This ‘extremely responsive team is always willing to go the extra mile’, according to clients who ‘can’t speak more highly’ of practice co-chair Michael Harrell and corporate partner Jordan Murray, who is ‘extremely capable, detail-oriented and a great negotiator’. Praise for ‘star’ partner Erica Berthou is equally vociferous: ‘she is extremely responsive, very practical when it comes to application/interpretation of legal matters, and a very strong negotiator of our terms with prospective investors’. Sherri Caplan is ‘also a strong performer who knows the market very well and is effective working with new funds’.

Kirkland & Ellis LLP has long held the rarefied position of being many firms’ ‘go-to deal counsel for strategic private equity advice’, with the team representing more than 215 private equity firms across the full range of industries and values, from mid-market to mega buyout funds, LPs and secondary funds. This New York and Chicago team offers ‘great depth of specialist expertise’, and has an ‘ability to bring innovative solutions to roadblocks and to always approach each transaction with a commercial mindset’. During 2009 and 2010, it advised on 155 funds closed or in the process of closing, with 2010 seeing it advise Madison Dearborn Capital Partners on a buyout fund with $4.1bn in capital commitments, which was the largest fund to hold a final closing in the second quarter of 2010. It also advised Vestary Capital Partners on a buyout fund, which involved a complex general partner structure due to the cross-border nature of the fund. It has also been active in the popular and burgeoning energy sector, advising Energy Capital Partners on a $4.4bn energy infrastructure fund that held its final closing in August 2010. It also handles LP representation for an institutional investor client base that includes Invesco Private Capital, Morgan Stanley AIP and the Government of Singapore Investment Corporation. While ‘all partners are very good, extremely knowledgeable and skilled in negotiating’, clients are quick to highlight recent arrival Walter Holzer, who joined the practice in May 2010 having previously headed Jones Day’s private equity practice in Chicago. His fund-related M&A expertise makes him ‘first choice on deals; he is a truly exceptional businessman’s attorney. He has a great grasp of both legal theory and business’. Chicago-based practice head Bruce Ettelson is a leading figure in the private equity funds space, while New York-based Andrew Wright is ‘always available and willing to go the extra mile to deliver a high-quality work product’.

Simpson Thacher & Bartlett LLP is ‘typically at the top of the list for fund formations matters’, and is roundly considered one of the premier private equity fund practices in the US. Its ‘exceptional service’ arises from ‘an extremely deep talent pool working on fund formation and related matters’, with eight partners focusing on private equity matters. Indeed, clients note that its ‘expertise far exceeds our expectations at every level’, and the practice has amassed one of the most enviable client rosters in the industry, including names such as Blackstone/GSO, KKR, Primus Pacific Partners, Carlyle, Blum Capital and Apax Partners. Highlights for the practice included advising on the formation and closing of First Reserve XII, a $9bn fund making investments into the energy sector, and on Hellman & Friedman Capital Partners VII, which was the largest fund raised in 2009 at $8.8bn of capital commitments. It also advised Blackstone on acquiring a 40% stake in Patria, Brazil’s leading alternative asset manager, giving the longstanding client a strategic foothold. Thomas Bell and Glenn Sarno collectively ‘bring extensive experience and a wide client base which is invaluable in predicting industry movements’, while Jonathan Karen is ‘excellent on fund formation matters’, ‘extremely diligent, executes quickly and is always available’. John Hart is ‘excellent for related tax matters’. New York-based Michael Wolitzer also has a formidable reputation in the private funds space.

Goodwin Procter LLP has a broad practice that runs the gamut from mid-market buyout funds – its core representation – to smaller, VC-oriented clients and real estate private equity funds. 17 partners in Boston, New York and Silicon Valley advise clients including Leeds Equity Partners, LLM Capital Partners, Generation Partners and Red Diamond Capital. While sponsor-side representations form the dominant portion of the practice’s work, its investor work is substantial and growing. Boston-based David Watson heads the private funds team, while Jonathan Axelrad provides venture capital expertise.

Proskauer Rose LLP’s investment management practice is a key figure in the private equity space, with a broad range of instructions encompassing mid-market buyout, mezzanine financing and venture capital funds, with a particular niche strength in the secondaries market. ‘All aspects of the service are excellent – constituting very business-focused and pragmatic advice, with solid and up-to-date awareness of the industry,’ with a number of clients commenting that ‘the team is the best we have ever dealt with’. Although it is renowned for LP representations – acting for over 100 institutional investors including Abbott Capital Management, LGT Capital Partners and JPMorgan – it is from the GP side that the majority of work emanates. Recent highlights include advising Newbury Partners on closing its second fund with $1bn in total commitments, and Resource Capital Funds on raising $1bn for its fifth fund, with the aim of investing globally in hard rock mineral commodities and mining projects across the US and Australia. In a reflection of its prowess in the secondaries market, the team also acted for Lexington Partners on the $1bn purchase of secondary assets and transfer of the investment management business of Citigroup Private Equity, which was one of the largest secondary transactions to date. While the team is ‘extremely knowledgeable on all fronts’, special praise is reserved for Robin Painter, Scott Jones, Howard Beber, Boston-based David Tegeler and Malcolm Nicholls, who are all ‘very high quality’. Sean Hill is ‘exceptional on the secondary transaction side’.

Ropes & Gray LLP has a ‘sizeable, experienced team’ of 100 lawyers spread across its US offices, as well as London and Hong Kong, and its ‘private equity experience, business knowledge and tax expertise gets the highest rating’ from clients. It has the breadth to offer service across the complete spectrum of participants in the industry, from fund sponsors such as Apax Partners and Bain Capital to institutional investors. Highlights in 2010 included advising KIPCO Opportunity Fund, one of the largest holding companies in the Middle East and North Africa region, which is targeting $1bn of commitments to invest in companies located there. It also advised Welsh, Carson, Anderson & Stowe in connection with the organization of its eleventh buyout fund, with a focus on the information, business services and healthcare industries. It has also been advising Domain Associates on organizing its eighth VC life sciences fund, and, in the secondaries market, has been acting for Greenpark Capital regarding all its existing funds and transactions. Boston-based Ann Milner heads the practice, and is recommended along with New York-based Michael Doherty. In Palo Alto, Eric Wright is recommended for his VC expertise.

Weil, Gotshal & Manges LLP’s ‘industry knowledge and quality of service is uniformly excellent, and compares very favorably with most investment management practices’. Five partners focus on private equity fund formation and M&A across the New York and Boston offices, and the firm has made a concerted effort to strengthen its global investment management platform by adding fund formation capability in Hong Kong. The practice handles the full suite of fund formation and management matters, and can offer commercial advice during the investment process and beyond as well as extensive regulatory expertise. It has been acting for multiple sponsors on closing multibillion-dollar funds in a challenging market. Recent highlights include representing WL Ross & Co on forming WLR Recovery Fund, a private equity fund targeting $4bn of commitments to invest in companies experiencing financial distress or operating in distressed industries. Other clients include Genstar Capital LLC, UBS Financial Services, and Guggenheim Partners. New York-based Shukie Grossman is ‘very good and understands the market, and current practices and terms for complex transactions’, while Jonathon Soler is ‘always available, always timely with work, always knows his stuff or quickly gets thoughtful answers’. Jeffrey Tabak co-heads the practice from New York and is also recommended.

Cleary Gottlieb Steen & Hamilton LLP’s investment management practice is developing into a highly coveted practice among GP clients, thanks in no small part to its ability to ‘stay on top of the latest developments in the area and always give a practical view of legal issues’. Two partners and one counsel make up the private equity fund formation team in New York, although its broader geographic footprint gives it a strong international capability that has seen it represent sponsors on equity and debt investments in Asia, Greater China, Brazil and Africa. The practice has also been busy with regulatory matters, for example advising clients on the development of the SEC’s “pay to play” rules preventing the practice of making contributions to the campaigns of elected officials with the intention of influencing the award of contracts for managing public pension plan assets. Recent highlights include advising longstanding client TPG on the formation of a buyout fund focusing on opportunities in the US and Europe, and acting as fund counsel to MBK Partners on the formation of its Asia-focused private equity funds. It also advised Deutsche Bank on funds-of-funds to invest in PE funds managed by third-party sponsors. The ‘highly responsive and very commercial’ Michael Gerstenzang and counsel Elizabeth Lenas are highly recommended.

Clients label Davis Polk & Wardwell LLP ‘one of a small number of firms we entrust with high-value transactions’. Its clients include leading standalone funds, large sovereign wealth funds and private equity divisions of leading banks, which the practice advises on bespoke fund formation, regulatory compliance, M&A and restructuring. The diversity of the practice has helped it to navigating the tumultuous market conditions. In 2010 the team advised GSC Investment Corp on selling a controlling interest to investors associated with Saratoga Partners, a transaction which involved selling new equity representing over 35% of total shares, as well as negotiating a new investment advisory relationship with Saratoga and a new credit facility. The group also advised Greenhill Capital Partners on its spin-off from Greenhill & Co, and Morgan Stanley Infrastructure Partners on forming several co-investment partnerships and joint-venture agreements to expand the reach of its $4bn fund. It also advised RoundTable Healthcare Management on forming a $600m fund targeting equity investments in leveraged buyout transactions relating to mid-market healthcare companies. Practice head Yukako Kawata is outstanding and ‘has an excellent grasp of sponsor-side issues’.

Fried, Frank, Harris, Shriver & Jacobson LLP’s 18-partner team has ‘in-depth expertise in the investment management field, in particular in private equity and the tax and ERISA issues involved in that field’. It has developed a strong following among major financial institutions, including key client Goldman Sachs – which it represents on a broad array of fund matters, from structuring fund complexes to secondary transactions and fundraising matters. Other institutional clients include Fortress Investment Group, Highbridge Principal Strategies and JPMorgan, which call on the team to develop fund complexes and advise on regulatory compliance issues arising from the Dodd-Frank Act. Recent highlights include advising Goldman Sachs on forming PEG Early Secondaries Fund to invest on a secondary basis in under-resourced private equity funds; and on the restructuring of Goldman Sachs Capital Partners VI, with a portion of the funds being allocated to invest in distressed opportunities. 2010 saw the practice expand its client base to encompass JPMorgan Asset Management, JPMorgan Real Estate Investment Banking and Madison International, advising the latter on secondary transactional work relating to the real estate sector. This ‘solutions-oriented, responsive team’ is led by Kenneth Rosh, whom clients consider to be ‘smart, thoughtful and willing to be flexible in his approach’, while Jonathan Adler is ‘an outstanding attorney – bright, caring, personable and extremely responsive’, whom clients ‘recommend without hesitation’.

Morgan Lewis’ reputation for ‘extremely professional, high-quality service’ stems from its LP-side work for some of the largest institutional investors, including the four largest public pension plans in the US. It is one of ‘very few firms with the depth and experience in representing investors in private equity limited partnerships’, but also has a considerable sponsor-side offering in the funds-of-funds category, where it acts for five of the ten largest private equity complexes measured by assets under management. Ten partners focus on private equity investment management, with the team able to draw on the firm’s broader resources in tax, ERISA and securities where necessary. State pension funds are a core part of the practice’s LP client base; it recently advised the Ohio Public Employees Retirement Fund on its investments in over 30 captive and commingled secondary funds, with values ranging from $50m to $200m. It also advised the California Public Employees’ Retirement System on its acquisition of a large stake in Gatwick Airport, which was structured as a co-investment with an infrastructure fund. Other highlights included advising Credit Suisse’s asset management division on forming private equity funds-of-funds, feeder funds and co-investment funds designed for global investors, and representing Pantheon in an acquisition structured to purchase portfolio interests through an SPV. Practice head Louis Singer is ‘excellent on LP representations’, while the ‘highly knowledgeable, responsive and articulate’ Georgette Schaeffer ‘always does a good job’.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has cultivated a high-end investment management practice that ‘is extremely responsive, adopts a creative approach to tax structuring issues and is particularly strong on the regulatory side’. While fund-related M&A remains core, it was on the fund formation side that the six-partner private equity practice was most active in 2010. It advised Wellspring Capital Management on the formation and final closing of Wellspring Capital Partners V, the client’s largest fund to date, with capital commitments totaling $1.2bn. It also advised KPS Capital Partners on forming KPS Special Situations Fund III (Supplemental), investing an aggregate amount of $2bn alongside the client’s second such fund. Other clients include The Sterling Group, Towerbrook Capital Partners and Quadrangle Group. Practice head Marco Masotti is ‘very knowledgeable about the private equity industry and what works in the market’, while clients note that this ‘excellent team’ is particularly adept at ‘watching out for the pitfalls that may lead to litigation’.

Clifford Chance’s global footprint is a key contributory factor in its success in private equity fund formation. Its New York office is a cornerstone of this strategy, working alongside teams in Europe and Asia to provide ‘seamlessly responsive and knowledgeable’ investment management advice to LP and GP clients. The firm acts for Bank of America Merrill Lynch, Zurich Alternative Asset Management, Partners Group, BlackRock and the International Finance Corporation. The emerging markets were a strong focus in 2010, and the group advised EW India Special Assets Fund – a Mauritius fund investing in distressed assets and companies in India – on US tax and structuring. It also acted for Bank of America Merrill Lynch on selling its Asian real estate fund and investment management business to Blackstone; advised AIG Global Investments on the proposed sale of its general partner interest in AIG’s $850m Asia fund to Invesco; and advised Partners Group on acquiring 150 interests in private equity funds through direct and secondary transactions. The firm also advised Bank of America Merrill Lynch on the settlement of claims by fund investors. Three partners specialize in private equity funds and, although ‘the service is expensive, it is also huge value for money’. In particular, Roger Singer is ‘superb for fund formation’.

Linklaters’ New York team has yet to gain the same traction in private equity as its UK colleagues, but it has nonetheless made significant inroads into the US domestic market for its high-end funds work. Three partners make private equity fund formation their primary concern and, despite the modest size of the team, clients award it ‘the highest possible rating for extensive private equity experience, market expertise, attention to detail, negotiating skills and ethics’. KKR is a longstanding client, and in 2010 the group advised KKR on restructuring issues, including the merger of its global asset management businesses with its Euronext Amsterdam-listed fund. The team also advised Longroad Asset Management on the structuring, formation and capital raising of a private investment fund formed to invest in loans, notes, bonds and other debt and equity investments in financially distressed companies. Scott Bowie heads the practice, while ‘outstanding private equity partner’ Stephen Culhane’s tenure at Goldman Sachs makes him ‘first choice for his commercial experience’.

Mayer Brown’s nine-partner private equity investment management team is primarily based in Chicago and delivers ‘top-notch service, with a reasoned and practical approach’ across the REITs and private equity sectors, with a notable capability in real estate private equity funds. The group attracts significant clients including GEM Realty Capital, CB Richard Ellis Investors and UBS. Highlights in 2010 included representing Macquarie Capital on forming an infrastructure fund, and advising Mesa West Capital on forming Mesa West Real Estate Income Fund II, a closed-end real estate debt fund focused primarily on making first mortgage loans in the western United States with total capital commitments of $612m. The team also represented GEM Realty Capital on forming a closed-ended real estate fund to make opportunistic and value-added investments in real estate debt, operating companies and properties. ‘Overall the team is quite deep and the counsel vital to clients’ success’, but special praise is reserved for practice leader John Noell, whose ‘strengths are too numerous to detail, although his practicality and keen commercial sense are of particular note’. Michael Butowsky in New York is recommended.

O’Melveny & Myers LLP has an international scope to its practice, with its New York and Los Angeles offices supplemented by capability to advise on investment management matters in Europe and Asia. Asia funds are a particular strength, although the practice has wider expertise across a range of disciplines, from mid-market buyout funds and spinouts of the private equity arms of major financial institutions, to developing alternative investment products and hybrid funds for new entrants into the private equity market. Recent highlights include advising the Calvert Foundation, a non-profit community investment organization, on forming the Communities at Work Fund, which will principally provide small business lending through community development loan funds to low-and-moderate income communities. It also advised Secured Capital Japan Co Ltd on the final closing of its fourth fund, which accepted $525m in subscriptions from LPs and aims to invest in a variety of real estate and related assets in Asia and particularly in Japan. Other clients include Apollo Management, Clarity Partners, BNY Mellon-Alcentra Mezzanine Partners and ICV Capital Partners. Phil Isom and Kathryn Sanders are recommended.

Schulte Roth & Zabel LLP’s investment management practice is renowned for its market-leading hedge fund capability, and has cultivated a solid following for its private equity capability. Its strategy is to focus on high-end fund formation in areas such as venture capital, real estate private equity, distressed assets and secondary transactions. In 2010, the practice advised Centerbridge Partners on a private equity fund focusing on investments in distressed debt, and also advised Silver Point Capital on launching Delaware and Cayman Islands funds focusing on investing in industrial, commercial and commercial real estate loans. It also advised CarVal Investors, a majority-owned subsidiary of Cargill, on launching two funds targeting credit investment strategies and aggregate capital commitments of $1.5bn. Practice co-head Stephanie Breslow has ‘tremendous expertise’, while Phyllis Schwartz is highlighted particularly for venture capital matters.

Cooley LLP is particularly well respected in the venture capital arena and this reputation extends into private equity; in all, the practice acts for more than 200 venture capital and private equity firms. The team’s regulatory expertise makes it a ‘valued addition’ for everything from the initial fund formation stage to advice throughout the life of the fund, including its portfolio company investments. Recent highlights include advising Madrona Partners on the $80m series C financing of Calera, a cleantech company, and Alta Partners on its $56m series C financing of Achaogen, a pharmaceutical company. Other clients include Menlo Ventures, Foundation Capital, Prospect Venture Partners, Alta Partners and MPM Bioventures. Craig Dauchy leads the practice from Palo Alto and another five partners nationally focus on venture capital fund formation. Christopher Austin joined in 2009 but quickly left for Goodwin Procter LLP’s Boston office.

Dewey & LeBoeuf LLP’s private equity funds practice is ‘consistently excellent across the board’, offering ‘deep domain knowledge and good value for money’. It advises fund sponsors, asset managers and institutional investors on securities, governance, ERISA, Investment Advisers Act and structural issues. Despite unfavorable market conditions, the practice has expanded its sponsor client base, notably including Silverfern Group and Adva Capital. It has also seen an upturn in work relating to emerging markets, and advised on the formation of one of the largest real estate funds in Brazil. The team also advised GE Asset Management on forming International Private Equity Fund II. In an indication of its capability in the secondaries market, it advised an institutional investor on the $653m sale of a portfolio of 26 limited partnership interests, the largest private equity secondaries sale of the year. Practice head Joseph Smith and associate Russell Perkins are ‘outstanding fund counsel and conversant with all aspects of a comprehensive funds practice’.

Gibson Dunn’s West Coast origins meant its private equity practice was slower to gain traction than its New York peers, but clients say it ‘compares very favorably’ thanks to the investment management skills of New York-based co-chair Edward Sopher. Industry-specific funds in the oil and gas and real estate sectors were key drivers of work in 2010, as was activity on funds-of-funds, mezzanine and secondary funds, a particular strength of the practice. Its expertise spans the globe, with funds focusing on North America, Europe, the Middle East, South America and Asia. Recent highlights include advising Credit Suisse Alternative Investments on a $2bn secondary fund, JRK Properties on a $300m real estate private equity fund, New York Life Capital Partners on a $1bn mezzanine debt fund, Warburg Pincus and Sheridan Production Partners on a $1.75bn debt fund. Washington DC-based C William Thomas and Los Angeles-based co-chair Jennifer Bellah Maguire are also recommended.

Latham & Watkins LLP is characterized by ‘outstanding levels of service’ and ‘excellent industry-specific energy, power and infrastructure knowledge’, as well as ‘accurate and insightful guidance’ on global regulation of investment fund sponsors. Recent highlights include advising BDT Capital Partners on structuring and formation of a new integrated financial services company, including investment advisory and merchant banking businesses and the raising of an inaugural investment fund. The practice also advised Onex Partners on a $3.75bn buyout fund, and Forum Asian Realty Income III on a $1bn opportunistic real estate fund focused on Asia. Scott Klein in Los Angeles and New York-based Kathleen Walsh co-chair the practice alongside Washington DC-based Barton Clark. New York-based Brynn Peltz and Clark are recommended for their ‘responsiveness and value added to a transaction’, while Nadia Sager provides ‘timely and relevant guidance’ from San Diego.