Private Capital
From Formation to Exit Strategies
The record-setting amount of capital growing in private markets creates complex challenges and unprecedented opportunities for private investment funds.
Experienced in all stages of the investment cycle, Perkins Coie’s Private Capital lawyers advise a range of private funds and help them take advantage of market shifts and changing economic climates.
Known for a practical and efficient approach that starts with formation and extends through organizational infrastructure building to exit, we serve a range of private investment client types.
Integrated full-service fund counsel. Our counsel is backed by all the in-depth resources that investment funds could require. Through these resources, clients gain access to knowledge and representation in restructuring and bankruptcy, tax, executive compensation, option plans, ERISA, environmental law, intellectual property, estate planning, and more.
In addition to structuring funds, Perkins Coie lawyers also guide funds on establishing and structuring upper-tier management and general partner entities, employee carry programs, and general corporate processes, procedures, and policies.
How we help clients
- Venture capital funds
- Private equity funds
- Hedge funds
- Cryptocurrency/blockchain funds
- Funds of funds
- Real estate private equity funds
- Family/multifamily office-sponsored funds
We frequently represent
- Experienced fund groups launching successor funds
- Operators-turned-managers
- Angel investors-turned-managers
Our Team
Perkins Coie offers comprehensive legal solutions from formation to compliance across the US, Europe, and Asia, tailored for diverse fund structures and institutional investors.
Invest Fund Projects & Services
Perkins Coie lawyers provide top-to-tail counsel on the formation and launch of funds in the United States as well as funds in Europe and Asia. Our experience includes guidance on structuring and operating the following:
- Funds of funds
- Funds-of-one
- Co-investment programs
- Master-feeder funds
- Special-purpose vehicles
- Separately managed accounts (SMAs)
Our work with institutional investors is extensive. We are counsel to corporate and government pension plans, university and other endowments, and funds of funds; we support their alternative investments in private equity, venture capital, hedge and real estate funds. Our depth of experience covers the following categories.
Investment Entity Formation, Structure and Documentation
We structure limited partnerships (LPs), limited liability companies (LLCs) and other entities for fund operations and management.
As part of our end-to-end counsel, we draft all related documentation, from term sheets and side letters to partnership, subscription, vendor and custodian agreements. We also advise on regulatory compliance issues, including investment adviser registrations and exemptions.
In addition, we prepare offering memos and documents and negotiate terms with investors, including anchor investors.
Comprehensive Legal and Regulatory Guidance
While helping funds address such applicable legal and regulatory issues as tax, securities, investment adviser and investment company concerns, we lead clients by doing the following:
- Structuring funds and parallel funds to address unique investor issues, such as tax exemptions, ERISA plans, foreign investors of all kinds, endowments and other concerns.
- Advising fund sponsors regarding compensation, equity, employment and governance issues.
- Structuring capital call lines of credit.
- Coordinating local legal counsel for U.S. clients dealing in multiple foreign jurisdictions.
- Advising non-U.S. clients on matters relating to U.S. securities laws and other U.S. regulations and market practices.
Institutional Investors
Perkins Coie attorneys regularly serve as investment counsel to institutional investors. We work closely with their chief information officers, general counsel and their respective staff on investment allocations across all asset classes in U.S. and non-U.S. vehicles, such as LPs, LLCs, SMAs, funds-of-one, co-investment structures and special-purpose vehicles.
We customize our services to fit the needs of our clients. This can range from in-depth review and negotiation of fund documents and extensive side letters to a lighter touch, such as presenting critical “non-market” terms. Our services to institutional investors include the following:
- Negotiating investment terms and structuring investments.
- Advising on market terms and best practices in governance terms, investment terms, fees, carried interest allocations, clawbacks, co-investment rights, liquidity, confidentiality, transparency and expense allocations with fund sponsors.
- Analyzing and negotiating investment terms, such as governance, transparency, liquidity and other preferred terms.
- Reviewing, structuring and negotiating terms of investment allocations.
- Negotiating side letter agreements and most-favored-nation (MFN) fee terms.
- Performing due diligence on investment terms.
- Assessing deal terms, structuring considerations and tax implications.
- Structuring investments in general partner and upper-tier entities.
- Analyzing MFN election packages and making elections.
- Completing subscription agreements.
Investment Management Practice
Our vertically integrated approach to private fund representation includes the advantages offered by attorneys in Perkins Coie’s Investment Management practice.
We handle a wide range of issues arising under federal securities laws, regulatory compliance, fund formation and registration, risk management, fund mergers and acquisitions, and more. Our team’s experience working in the investment management business and as U.S. Securities and Exchange Commission government regulators, as well as our frequent interaction with regulatory bodies, leads to practical, business-oriented legal solutions for clients.
