Jackson Walker’s fund formation and investment management practice is an interdisciplinary team of lawyers offering a comprehensive package of services to private equity fund sponsors and other participants in alternative investment transactions. We represent fund sponsors across the entire spectrum of asset classes, including real estate, private equity, venture, oil and gas, debt, and digital assets.
The group advises firm clients at every stage of the investment fund life cycle, including:
- Fund structuring and formation, including counsel with respect to foreign and domestic tax considerations and ERISA, securities, investment adviser, investment company, broker-dealer, commodity pool operator, and other regulatory matters
- Structuring and documentation of carried interest and other incentive arrangements with fund general partners and principals, as well as related estate planning matters
- Fund capital raising, including the preparation of offering and subscription materials, negotiation of placement agent agreements, negotiation of side letters, and coordination of fund closings
- Fund management, governance, and ongoing regulatory compliance
- Negotiation of fund credit arrangements, including capital commitment-backed subscription line of credit facilities and acquisition financing arrangements
- Deployment of fund capital through portfolio transactions, including counsel with respect to related regulatory, tax, and ERISA considerations
- Secondary market transactions
- Portfolio company spin-offs, initial public offerings, and roll-ups
- Liquidation of portfolio investments and fund winding up and dissolution
Our highly experienced Investment Funds practice group provides legal services to many of the world’s leading institutional investors. We represent institutional investors in the United States and around the globe, including sovereign wealth funds, endowments, insurance companies, public pension plans, financial institutions, foundations and Family Offices.
Typically, transactions range in size from several million to $3 billion including, without limitation, investments in the following:
- Private equity funds
- Venture capital funds
- Energy funds
- Infrastructure funds
- Real estate funds
- Credit, loan and CLO Funds
- Secondary market transactions
- Pre-IPO private investments
- Hedge funds
- Long-only funds
- Collective investment funds
- Commodities funds
- Reinsurance funds
- Strategic multi-asset class funds
- Separately managed accounts
- Captive funds / Funds-of-One
- Funds of funds
- Swaps & derivatives
In recent years, our attorneys have worked on thousands of transactions of all types around the globe. As a result, we have extensive knowledge of current and trending key market terms and often assist clients not only with respect to pure legal terms, but also with market checks on commercial terms. In addition, because of our broad client base and focus on institutional investors, we are well-versed in relevant subject matters such as sovereign immunity, confidentiality and the Freedom of Information Act (and similar state public disclosure laws), limitations on the ability to indemnify, fund governance issues, placement agent issues, trust law matters, ERISA matters, and tax matters (e.g., UBTI, ECI and Section 892).
Some of the services we have provided include:
- Conduct client-specific due diligence reviews of onshore and offshore alternative investment offering memoranda, partnership agreements and other governing documents, subscription documents, investment management agreements and other related documents
- Provide advice and counsel with respect to key market economic versus non-market economic terms (e.g., fees, waterfalls, clawback mechanics, limited partner givebacks, performance periods in excess of one year for hedge funds, etc.)
- Provide advice and counsel with respect to risk allocation, governance and conflicts of interest issues, investor specific confidentiality issues (e.g., applicable state FOIA laws), liability issues, and other statutory (e.g., tax, securities, ERISA, etc.) and investment policy-related matters
- Negotiate and draft changes to the alternative investments’ governing documents as well as side letter agreements
- For captive funds and separately managed accounts, assist in structuring the investment and developing the fee models, as well as draft the core governing documents, including investment guidelines and customized management and performance fee arrangements
- Draft and negotiate non-disclosure and purchase and sale agreements for secondary and co-investment transactions
- Provide investor-friendly pre-closing transaction summaries and post-closing deal abstracts
- Assist with most favored nations elections
- Assist with the review and/or drafting of amendments
- Provide advice and counsel with respect to general partner removals and fund term extensions
- Provide advice and counsel with respect to securities law, tax and other related legal issues in connection with alternative investments
Our team is extensively involved with organizations dedicated to the representation of investors in alternative assets, including the Alignment of Interests Association (AOI), the American Bar Association’s Institutional Investor Subcommittee, and the National Association of Public Pension Plan Attorneys (NAPPA).
January 23, 2023
SEC Staff Confirms: “Net” Performance Required to Be Shown for Case Studies in Investment Adviser Marketing Materials
Even as the November 4, 2022, deadline has come and gone for registered investment advisers to comply with the SEC’s new Marketing Rule, private fund sponsors have continued to grapple with implementing one of the rule’s more consequential requirements.
By W. Graham McCall
January 13, 2023
Jackson Walker Welcomes Corporate/Investment Funds Partners Lisa Peterson and Graham McCall
Jackson Walker welcomes Lisa Peterson and Graham McCall to the Fort Worth and Dallas practices, respectively. Joining the Corporate & Securities practice, Lisa and Graham serve the transactional and regulatory needs of private equity, alternative investment management, family office, institutional investor, and other corporate clients.
June 1, 2022
Chambers and Partners Recognizes Jackson Walker Attorneys and Practices in 2022 USA and Global Guides
Jackson Walker is pleased to announce that Chambers and Partners has selected 48 attorneys and 16 departments for inclusion in the 2022 edition of the Global and USA guides.
January 26, 2022
DFW Lawyers Fear Proposed SEC Regulations Could Trigger Noncompliance | Dallas Business Journal (Subscription Required)
On January 26, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments for its Form PF that would increase reporting requirements for hedge funds and private equity funds. In an interview with Dallas Business Journal, Michael Laussade shared insights on how the proposed amendments could make an already-challenging document more difficult for private investment funds.