Private Investment Funds
Overview
Tannenbaum Helpern’s globally-recognized Investment Management practice serves a wide range of private investment fund clients.
With clients ranging from global investment banks’ alternative investment fund platforms to sponsors of initial standalone offerings, Tannenbaum Helpern’s investment management attorneys have the requisite experience to advise on optimal fund structures, securities regulation, tax and corporate governance, as well as relevant U.S. and non-U.S. market practice.
Applying an inter-disciplinary approach, we bring together attorneys from our Investment Management, Tax and Corporate & Securities practices to determine the optimal fund structure, prepare the required offering documentation and provide regulatory advice required to operate in a fully compliant manner. We provide senior level attorneys capable of handling portfolio company M&A transactions and advising with respect to top tier restructurings and employment issues at either the fund or portfolio company level, and litigation and dispute resolution attorneys able to assist in resolving business, financial or personnel disputes through formal litigation or ADR proceedings.
Representative Services:
Fund Formation: Structuring of domestic and overseas collective investment vehicles, including venture capital, private equity and hedge funds, structured finance sponsors, and dedicated investment vehicles as required, including U.S. and non-U.S. corporations, limited liability companies, partnerships and trusts.
Corporate: Merger and acquisition transactions, sales and spin-offs, seed and acceleration capital investments.
Offering Documentation and Operative Agreements: Preparation and negotiation of private placement-related and other offering documentation, shareholder/operating/partnership agreements, and ancillary contracts for investment advisers, administrators, placement agents and others.
Regulatory: Investment adviser registration-related advice and ongoing guidance with respect to SEC, CFTC, NFA, FINRA, tax and ERISA matters, private letter relief, enforcement proceedings, broker-dealer services and various compliance services, including state blue sky.
Registered Products: Publicly registered investment companies under ‘33 and ‘40 Acts, and exchange traded funds.
Executive Compensation: ERISA, employment agreements and profit sharing arrangements for executive personnel and key employees.
Dispute Resolution: Litigation, mediation and arbitration services.
Investigations: Defense of SEC, CFTC and FINRA investigations, audits and discovery demands.
Representative Experience:
- Representation of investment fund sponsor in capital investment transaction pursuant to which global financial services company acquired a material equity interest.
- Representation of fund sponsor in an ongoing series investments in underlying ventures and early stage pharmaceutical companies.
- Representation of a private equity fund portfolio company in litigation for control of ownership and profit participation.
- Representation of non-profit organization in connection with endowment and pension fund investment transactions.
- Representation of investment management company in connection with regulatory investigation arising out of SEC audit.
Attorneys
Case Studies
- Complex Commercial Dispute Involving Adversary in Liquidation Results in Favorable Settlement for Tannenbaum Helpern Client
- Private Equity Investment in a Family-Owned Business
- Structure of non-U.S. investment adviser’s U.S. broker-dealer on a tax efficient basis
- Keeping a Litigation in the Forum of Your Choice
- Insider Trading Investigations
- Negotiation of Wealth Management Group’s Relationship with Large Investment Bank
- Hedge Fund Sells Controlling Interest to an Insurance Company
- Structure of grant of LLC interests to employees on a tax-free basis
- Successful Defense of Independent Contractor Status Audit
- Defense of major hedge funds in Madoff-related litigation throughout the United States.
- Irving Picard v. Saul Katz, et al.
- FINRA Enforcement Action against broker-dealer and its principal.
- Representation of Audit Committee in SEC review of financial statements
- SEC Enforcement Action - Injunction
- FINRA Investigation of Broker-dealer
- Information included on Form ADV
- Merger and Equity Raise
Publications
- Tannenbaum Helpern ESG Advisor: New ISSB Global Sustainability Standards – A Q&A Guide to Private Fund Advisers
- SEC Adopts Amendments to Form PF
- SEC’s Recent Enforcement Sweeps Targeting Off-Channel Communications of Fund Advisers
- The Drum - Are non-competes dead? How the FTC proposal could impact adland and other businesses
- SEC Division of Investment Management Staff Releases Updated FAQ Regarding Marketing Rule Compliance
- SEC Risk Alert on New Marketing Rule
- Podcast: Preparing for the SEC's New Marketing Rule
- Recent SEC ESG-Related Actions Impacting Investment Advisers and Investment Funds
- What are the SEC Examination Priorities for 2022?
- What investment firms can expect from regulators in 2022
- SEC Proposes Significant Changes to Regulation of Private Fund Advisers
- SEC increases monetary thresholds for “qualified clients”
- OCIE Publishes Observations from Examinations of Private Fund Advisers
- Coronavirus Regulatory Round-Up for Investment Advisers
- Treasury clarifies the qualified opportunity zone program with additional guidance
- Proposed Regulations Clarify Certain Open Issues on the Opportunity Zone Tax Incentive Program
- The Tax Cuts and Jobs Act 2 Months Later - Considerations for Hedge Funds, Private Equity Funds and Their Fund Managers
- SEC Announces 2018 Examination Priorities
- So You Want to Manage a Cryptocurrency Fund? U.S. Regulatory Rules to Consider First
- “Who Is Who?” and “Who Owns Whom?”- Are You Ready for LEIs?
- The Law of Insider Trading: A Primer For Investment Managers
- Delaware Court Reiterates Need for Unambiguous Non-Reliance Provisions in M&A Agreements
- Dramatic Changes to Partnership Audit Rules Will Impact Private Investment Funds and other Partnerships
- How UCITS Funds Can Expand Their Investor Base into the US
- How to Setup a Hedge Fund – A US Perspective
- Regulatory Provisions in the US Affecting Non-US Investment Advisers
- How to Register as an Investment Adviser with the SEC and Selected Ongoing Compliance Obligations
Tannenbaum Helpern’s globally-recognized Investment Management practice serves a wide range of private investment fund clients.
With clients ranging from global investment banks’ alternative investment fund platforms to sponsors of initial standalone offerings, Tannenbaum Helpern’s investment management attorneys have the requisite experience to advise on optimal fund structures, securities regulation, tax and corporate governance, as well as relevant U.S. and non-U.S. market practice.
Applying an inter-disciplinary approach, we bring together attorneys from our Investment Management, Tax and Corporate & Securities practices to determine the optimal fund structure, prepare the required offering documentation and provide regulatory advice required to operate in a fully compliant manner. We provide senior level attorneys capable of handling portfolio company M&A transactions and advising with respect to top tier restructurings and employment issues at either the fund or portfolio company level, and litigation and dispute resolution attorneys able to assist in resolving business, financial or personnel disputes through formal litigation or ADR proceedings.
Representative Services:
Fund Formation: Structuring of domestic and overseas collective investment vehicles, including venture capital, private equity and hedge funds, structured finance sponsors, and dedicated investment vehicles as required, including U.S. and non-U.S. corporations, limited liability companies, partnerships and trusts.
Corporate: Merger and acquisition transactions, sales and spin-offs, seed and acceleration capital investments.
Offering Documentation and Operative Agreements: Preparation and negotiation of private placement-related and other offering documentation, shareholder/operating/partnership agreements, and ancillary contracts for investment advisers, administrators, placement agents and others.
Regulatory: Investment adviser registration-related advice and ongoing guidance with respect to SEC, CFTC, NFA, FINRA, tax and ERISA matters, private letter relief, enforcement proceedings, broker-dealer services and various compliance services, including state blue sky.
Registered Products: Publicly registered investment companies under ‘33 and ‘40 Acts, and exchange traded funds.
Executive Compensation: ERISA, employment agreements and profit sharing arrangements for executive personnel and key employees.
Dispute Resolution: Litigation, mediation and arbitration services.
Investigations: Defense of SEC, CFTC and FINRA investigations, audits and discovery demands.
Representative Experience:
- Representation of investment fund sponsor in capital investment transaction pursuant to which global financial services company acquired a material equity interest.
- Representation of fund sponsor in an ongoing series investments in underlying ventures and early stage pharmaceutical companies.
- Representation of a private equity fund portfolio company in litigation for control of ownership and profit participation.
- Representation of non-profit organization in connection with endowment and pension fund investment transactions.
- Representation of investment management company in connection with regulatory investigation arising out of SEC audit.
- Complex Commercial Dispute Involving Adversary in Liquidation Results in Favorable Settlement for Tannenbaum Helpern Client
- Private Equity Investment in a Family-Owned Business
- Structure of non-U.S. investment adviser’s U.S. broker-dealer on a tax efficient basis
- Keeping a Litigation in the Forum of Your Choice
- Insider Trading Investigations
- Negotiation of Wealth Management Group’s Relationship with Large Investment Bank
- Hedge Fund Sells Controlling Interest to an Insurance Company
- Structure of grant of LLC interests to employees on a tax-free basis
- Successful Defense of Independent Contractor Status Audit
- Defense of major hedge funds in Madoff-related litigation throughout the United States.
- Irving Picard v. Saul Katz, et al.
- FINRA Enforcement Action against broker-dealer and its principal.
- Representation of Audit Committee in SEC review of financial statements
- SEC Enforcement Action - Injunction
- FINRA Investigation of Broker-dealer
- Information included on Form ADV
- Merger and Equity Raise
- Tannenbaum Helpern ESG Advisor: New ISSB Global Sustainability Standards – A Q&A Guide to Private Fund Advisers
- SEC Adopts Amendments to Form PF
- SEC’s Recent Enforcement Sweeps Targeting Off-Channel Communications of Fund Advisers
- The Drum - Are non-competes dead? How the FTC proposal could impact adland and other businesses
- SEC Division of Investment Management Staff Releases Updated FAQ Regarding Marketing Rule Compliance
- SEC Risk Alert on New Marketing Rule
- Podcast: Preparing for the SEC's New Marketing Rule
- Recent SEC ESG-Related Actions Impacting Investment Advisers and Investment Funds
- What are the SEC Examination Priorities for 2022?
- What investment firms can expect from regulators in 2022
- SEC Proposes Significant Changes to Regulation of Private Fund Advisers
- SEC increases monetary thresholds for “qualified clients”
- OCIE Publishes Observations from Examinations of Private Fund Advisers
- Coronavirus Regulatory Round-Up for Investment Advisers
- Treasury clarifies the qualified opportunity zone program with additional guidance
- Proposed Regulations Clarify Certain Open Issues on the Opportunity Zone Tax Incentive Program
- The Tax Cuts and Jobs Act 2 Months Later - Considerations for Hedge Funds, Private Equity Funds and Their Fund Managers
- SEC Announces 2018 Examination Priorities
- So You Want to Manage a Cryptocurrency Fund? U.S. Regulatory Rules to Consider First
- “Who Is Who?” and “Who Owns Whom?”- Are You Ready for LEIs?
- The Law of Insider Trading: A Primer For Investment Managers
- Delaware Court Reiterates Need for Unambiguous Non-Reliance Provisions in M&A Agreements
- Dramatic Changes to Partnership Audit Rules Will Impact Private Investment Funds and other Partnerships
- How UCITS Funds Can Expand Their Investor Base into the US
- How to Setup a Hedge Fund – A US Perspective
- Regulatory Provisions in the US Affecting Non-US Investment Advisers
- How to Register as an Investment Adviser with the SEC and Selected Ongoing Compliance Obligations