Current Assignments

Working on private fund investment transactions.


Recent Assignments

Recently concluded the sale of intellectual property and other assets of a private company to a strategic buyer.

Good news for New York mid-sized advisers!

Mid-sized private fund advisers that maintain their principal office in New York State remain subject to SEC registration under the new rules.   (This is because New York State happens to be one of only 3 states that does not subject advisers to examination).

Mid-sized advisers are those with $25 million to $100 million in assets under management.

This is good news because these mid-sized advisers do not need to transition to state regulation, which is as burdensome as SEC registration yet without the same imprimatur and benefits.

Wish you had in-house counsel?

There are many large and small tasks to take care of, whether starting a new fund or operating an existing one, that we are happy to help you get done.

Many of these services are “general counsel” type work that can be performed at reasonable cost by outside counsel not burdened by high overhead.

We are thinking of tasks such as the following:

A.        Fund General Matters

  1. Consideration of whether the fund manager qualifies for one of the exemptions from investment adviser registration available to managers of private funds.
  2. Assistance with reporting by Exempt Registered Advisers.
  3. Amendments to Fund Limited Partnership Agreement (or LLC Agreement)
  4. Transfers of limited partnership (or LLC) interests
  5. Co-investment documentation
  6. General Partner (or Member/Manager) resolutions
  7. Liaison with offshore fund counsel
  8. Fund liquidation and dissolution
  9. Mediation of disputes

B.        Fund Investment Matters

  1. Review of Confidentiality Agreements
  2. Preparation of Letters of Intent/Commitment Letters
  3. Legal due diligence
  4. Sale/refinancing of portfolio company
  5. Investment in portfolio company

C.        Portfolio Company Maintenance

  1. Maintenance of corporate records (corporate minutes, stock ledger, issuance of stock certificates, etc.)
  2. Employment/Separation Agreements

We would be happy to discuss how we could help you out.

Regulation of Private Fund Managers

Even certain private fund managers that are exempt from registering as investment advisers under the federal Investment Advisers Act are nevertheless required to submit reports to the SEC by completing specific items of Form ADV.  These advisers are known as “Exempt Reporting Advisers”.  Though exempt from registration, they are not exempt from fling reports with the SEC.