PRACTICE AREA - Private Equity Funds


Private Equity Funds

Kleinberg Kaplan has developed a national and international reputation for our representation of private funds, including several pioneers in the industry. In addition to our extensive experience in the hedge fund space, Kleinberg Kaplan represents domestic and offshore private equity funds and their portfolio companies covering a wide range of investment strategies and asset classes, including real estate funds, venture funds, country-specific funds and industry-specific funds. A key aspect of private equity fund formation and operation is the negotiation of term sheets and side letters. With over 45 years in the private fund space, we have significant experience in these matters having negotiated against some of the largest institutional and sovereign investors in the world. Kleinberg Kaplan has also devised many hybrid private investment vehicles that have elements of private equity together with elements of a more open-ended, hedge fund product. We believe this is a unique strength we bring to the private equity arena because we do not view every issue through the same private equity lens.

We additionally assist our clients in effecting their portfolio investments and dispositions in conjunction with our Corporate Transactional and Real Estate practice groups, as well as advise them on formation, structuring, regulatory, securities and tax issues. We also perform legal reviews of private equity fund investments for many of our family office and fund-of-funds clients, which helps provide insights into the perspective of your investors. For example, this experience will facilitate determining an initial fund structure that is palatable to your investors. Moreover, this will increase the likelihood of efficient and effective side letter and other negotiations with investors.

Our firm represents hundreds of fund managers including leading domestic and offshore funds and fund-of-funds with billions of dollars under management, advising them on all aspects of their businesses. We provide comprehensive legal services for fund managers and their funds from inception through the life of the fund including:

Fund Formation

• Fund term sheet and governing agreements
• Preparing offering and subscription documents
• Fund general partner and investment manager formation and structuring
• Seed capital, incubation and strategic investor arrangements and side letters
• Establishing foreign offices

Transactional Counsel

• Domestic and international transaction execution (M&A transactions along with control and non-control investment transactions)
• Litigation, investor rights enforcement and risk management
• Distressed asset related investment work
• Debt and equity financing agreements for various investments
• Real estate related investment work
• Advise numerous venture capital funds and family offices in connection with a variety of angel and venture state investment transactions.

Compliance

• Investment adviser registration and exemption filings
• Preparing compliance manual and code of ethics
• Developing and instituting compliance programs
• Regulatory and securities filings

General Counsel

• Employment and compensation issues (including phantom equity and other equity compensation arrangements)
• Various financing agreements
• Securities law issues and compliance
• Protection of proprietary information
• Confidentiality agreements
• Licensing and technology agreements
• Agreements with service providers, consultants and third-party marketers
• Capital raising and investor relations, including placement agent issues and agreements
• Tax
• ERISA
• Estate planning
• Business continuity planning for fund managers
• Leasing or other workplace real estate work
• Personal tax, deferred compensation and asset protection planning for fund managers

 

 


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