Overview

Mayer Brown’s Private Equity, Funds & Investment Management practice includes an extensive global Fund Formation & Investment Management team involving more than 100 lawyers from across the firm’s worldwide practice areas. Our lawyers’ broad market experience enables fund sponsor, adviser and investor clients to structure funds and investments creatively and efficiently to maximize fund-raising flexibility and opportunities.

Our lawyers advise fund sponsors in connection with the structuring, marketing, regulation and operation of public and private investment funds in a range of jurisdictions worldwide, including emerging markets such as Africa, Brazil, Central Asia, China and India.

The funds we have structured include limited partnerships, authorized and unauthorized unit trusts, and closed-ended and open-ended investment companies with a wide range of investment styles and objectives, including private equity, infrastructure, real estate, credit, mezzanine and venture funds. Fund clients of the practice include major and boutique fund management companies, investment banks and insurance companies.

The team includes Mayer Brown lawyers from a variety of practice groups who work closely together to ensure readily available capabilities. In particular, a core strength is our ability to join up with our regulatory lawyers across our offices in relation to fund formation, but also in providing support for established funds in relation to recent and impending regulatory developments. Our lawyers also advise clients seeking to invest in a wide range of established funds and funds in formation on the potential tax, regulatory and other legal implications of those investments.

We have offices in many of the key jurisdictions in which our clients invest, and have established alliances with leading law firms in many other jurisdictions, thus enabling us to provide informed, comprehensive tax and other legal advice in connection with fund formation and structuring. Our broad market experience enables us to assist fund clients to plan and implement creative and flexible fund structures.

Experience

Mayer Brown regularly handles a wide range of matters, from the formation of multibillion 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
Credit 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 key jurisdictions in which our clients invest, enabling the provision of local law and tax advice in connection with fund formation and structuring. In addition to our extensive US-based fund formation 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 funds that range in size from US$100 million to several billion dollars in capital commitments. Our familiarity with investor and fund-raising 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.

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.

Representation of Many Leading Fund Investors
We represent a number of leading investors in their 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 fund terms for our investor clients. Because of our work with a wide variety of funds, we are able to quickly advise investors as to market terms and practices and the customary range of solutions to issues that arise.

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 provide insight into the market terms, trends and emerging issues in the fund market, and our representation of leading institutional investors and “gatekeepers” for funds enables us to anticipate major issues and investor initiatives and to better structure market-tested solutions.