Mayer Brown regularly handles a wide range of global private investment fund matters, from the formation of multi-billion dollar funds with global investors to the review and negotiation of fund terms for institutional investors. We advise fund sponsors on tax, structuring, securities, ERISA, banking, communications and other regulatory issues in connection with the structuring and offering of their domestic and offshore funds. The funds we represent include closed-end and open-end direct funds, fund-of-funds, master-feeder parallel funds, and multi-manager investment funds. They include the full range of investment styles and objectives, including:

• Leveraged buyout funds
• Venture capital funds
• Infrastructure funds
• Real estate funds
• Mezzanine funds
• Hedge funds
• International funds
• Opportunity funds
• Commodity funds
• Risk arbitrage funds
• Absolute return funds
• Collateralized loan and bond funds
• Distressed debt funds
• Emerging markets funds
• Technology
• Other sector funds

We are also involved with innovative private fund products, such as insurance-wrapped funds and private funds that increase their potential investor base by registering under the US Investment Company Act of 1940.

We have offices in many of the jurisdictions in which our clients invest, enabling the provision of local law and tax advice in connection with fund formation, structure acquisitions and dispositions. In addition to our extensive US-based fund work, lawyers in our European offices have experience in structuring and establishing funds in England, Ireland, the Channel Islands, France, Luxembourg and Germany, and handling fund listings on the Irish Stock Exchange, the Luxembourg Stock Exchange and elsewhere.

Representation of Fund Sponsors
We represent fund sponsors in the organizing and raising of private funds that range in size from US$100 million to several billion dollars in capital commitments. Our familiarity with investor and fundraising market issues combined with our broad substantive and geographic capabilities and our practical approach, enables us to help clients to market and close substantial funds despite difficult fundraising market conditions.

We recognize the importance of structuring the participation by the fund principals and other insiders to maximize their after-tax returns and to align their interests with fund objectives. We have extensive experience in creating complex investment programs, leveraged co-invest programs and other tax-advantaged and estate-planning investment structures for principals of the fund sponsor, as well as for officers and employees of the sponsor and financial institutions affiliated with the sponsor.

After the closing of a fund, we advise our fund clients in connection with portfolio investments, which often, depending on the nature of the fund investments, require support from a variety of our leading practice and industry groups.

Representation of Many Leading Fund Investors
We represent a number of leading investors in their private investment fund investments, including private and government pension plans, financial institutions, universities, sovereign wealth funds and other foreign investors, insurance companies, religious and charitable organizations, high net worth individuals and family businesses. Our lawyers have developed efficient methodologies to analyze and review private investment fund terms for our investor clients. Because of our work with a wide variety of private investment funds, we are able to quickly advise investors as to market terms and practices and the customary range of solutions to issues that arise.

Complementary Practices
Portfolio Company Transactions. We are one of the world’s leading international legal advisers to private equity funds and their portfolio companies and management teams in private equity investments and exits. We have represented private equity clients in management and leveraged buyouts, follow-on acquisitions, real estate investments, public-to-private transactions, private investments in public companies, seed and venture capital investments and all forms of exit transactions including auction sales, recaps and IPOs.

M&A and General Corporate. The firm has more than 300 lawyers in our Corporate and M&A Practice. We represent a broad spectrum of public and private companies, including many Fortune 500 and FTSE 250 companies, as well as private investment and leveraged buy out firms, joint ventures, individuals, and institutional investors in connection with mergers, acquisitions, divestitures, joint ventures and strategic alliances. Chambers USA 2008 states that the practice “has depth, and talent within the depth – the work is of a very high quality,” while attorneys are “easy people to deal with, with good client skills.” Additionally, Chambers states that “clients value the ingenuity with which it puts together the most expansive transactions.” The firm acts for 87 of the Fortune 100 and has developed industry-specific experience in areas such as automotive, chemicals, infrastructure and retail.

Our London Corporate Group has been ranked as the “No. 1 corporate team” for its market size by Chambers UK, calling it “a collection of strong individuals with a flourishing practice.” Chambers UK 2008 stated that Mayer Brown’s “London office is definitely proving a useful stepping stone to the European market.”

Our French and German practices combine an intimate knowledge of their local laws and markets with the resources of a major international practice to provide advice on a full range of domestic and cross-border transactions, as well as all aspects of French and German business law. Chambers Europe 2007 stated that the Paris office “brings together an in-depth knowledge of the French corporate environment with the resources and expertise of a major US law firm, to provide specialized advice on domestic and cross-border transactions.” Clients in Chambers Global 2007 praise the team’s European credentials, noting the firm’s capabilities in France and Germany.

Senior Debt Finance. Our senior debt and acquisition finance lawyers represent many of the most active financial sponsors and money center lenders and investment banks that provide related bank debt and high-yield financing to private equity representation of senior and subordinated lenders in leveraged buyouts, recapitalizations, restructurings and other change-of-control financings. Legal 500 USA 2007 stated that the firm is “well positioned to handle cross-border transactions and have capable finance lawyers in multiple jurisdictions.”

High-Yield and Debt Securities. Our high-yield work has involved a large number of project financings, new issuances and refinancings, as well as restructurings and consent solicitations. We represent a variety of underwriters and issuers in the Rule 144A market and otherwise in connection with the offering of high-yield debt securities. Chambers Global 2008 commented that issuers and underwriters endorse Mayer Brown attorneys as “business-oriented and dedicated to the success of the deals and growth of our business.”

Legal 500 USA 2008 stated that Mayer Brown lawyers are “a collection of some of the best minds available on the particular subject, who will tear up the book to get your deal done.”

Employment. Executive compensation, employment and ERISA issues frequently arise in private equity transactions, and employment issues can be among the most contentious aspects of complex acquisitions and exits. With our in-depth understanding of pension, benefits and personnel issues, our team can create effective executive retention and investment programs and executive employment arrangements.

Tax. Our global private investment fund team includes members of Mayer Brown’s internationally recognized Global Tax practice, which provides tax planning and structuring advice in connection with private equity investments and dispositions, including advice to management teams to help motivate them to achieve the best results in their portfolio companies. The July 2008 issue of France’s Magazine des Affaires ranked the firm’s French tax practice as the second leading tax practice in France in relation to tax planning and tax structuring in investment fund work.

Regulatory Practice. Mayer Brown offers a broad global financial services regulatory and enforcement practice involving lawyers in the Americas, Europe and Asia who work with leading global financial services firms to provide thoughtful and creative solutions to complex issues. This experience, coupled with our geographic scope, enables us to advise our private fund clients on a wide range of increasingly complex investment management, regulatory, tax and other legal issues that affect private funds and their sponsors and investors. We counsel our clients in virtually every interaction they may have with a regulatory agency. This includes preparing and filing registration statements and forms for licenses, and negotiating with regulators about everything from customer complaints to regulatory inspections to administrative actions.

We provide ongoing counsel on compliance issues affecting investment advisers, broker-dealers and commodity pools and advice on compliance with specific laws and regulations applicable to broker-dealers. We regularly advise our clients as well as other industry participants on emerging regulatory issues, including ERISA and pension issues, securities registration exemptions, privacy regulations and Sarbanes-Oxley and Patriot Act compliance. Some of the topics about which we regularly advise our private hedge fund clients include soft dollars, private offerings and the use of the Internet, new issues regulation, capital introduction programs, anti-money laundering regulation compliance, performance advertising issues, Sarbanes-Oxley Act, trade allocations, Forms 13D, 13G, 3, 4 and 5 filings, and privacy regulations. A number of our lawyers previously worked with the regulatory agencies that oversee the private fund business, and we are frequently consulted by those agencies as they review and consider changes to fund regulation.

Practical Market Knowledge
Our lawyers not only possess outstanding legal qualifications, but also have a broad understanding of investor-specific issues, including side letter provisions, the trend towards the requisite public disclosure of fund results, preferred return, management fee and carry terms and calculations, and investor demands for greater protection for clawback claims. Our experience and global perspective provides insight into the market terms, trends and emerging issues in the private investment fund market, and our representation of leading institutional investors and “gatekeepers” for private investment funds enables us to anticipate major issues and investor initiatives and to better structure market-tested solutions.

Industry Experience
The lawyers in our Global Private Investment Funds practice come from, and have represented companies in, a variety of industries. This practical experience allows us to quickly and seamlessly provide the proper context for the regulatory, disclosure and other commercial issues that arise during the course of fund formations and portfolio company transactions. Among the industries where we have extensive experience are the following:

• Automotive
• Chemicals
• Consumer Products and Retail (including Food, Beverage, and Packaging)
• Energy
• Financial Institutions (including Banking and Insurance)
• Gaming/Gambling
• Health Care and Pharmaceuticals (including Biotechnology)
• Information Technology
• Infrastructure
• Media and Telecommunications (including Entertainment)
• Real Estate and REITs
• Sports (including Sporting Goods)
• Transportation