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White Papers

Preparing A Private Placement| a White Paper

To effectively raise capital through a Regulation D private placement, a company must safely navigate the complex regulatory structures that govern the offering. Unintentionally deviating from regulatory disclosure requirements can result in serious consequences for the issuer and its directors, officers, and managers. Experienced legal counsel plays a vital role in guiding companies through their various responsibilities and can help managers avoid devastating mistakes as they raise capital.

This white paper describes the process of conducting a private placement for an operating company in a debt or equity capital raise by a single company.


Marketing an Emerging Investment Fund |a White Paper

“There are significant risks involved in marketing a hedge fund, both from a regulatory and investor disclosure perspective. Care must be taken when conducting marketing efforts to avoid running afoul of regulatory restrictions and overstepping disclosure parameters. Legal counsel should be involved at each step of a fund’s marketing process.

In addition to the legal issues involved in marketing a fund, there are practical, business considerations that can be outcome determinative when launching a fund. In our work with funds of varying sizes, backgrounds and strategies, we have seen a number of factors that influence a fund’s marketing success. This white paper addresses both the legal and business issues that fund managers should deal with when raising capital for an emerging fund.“

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Starting A Private Equity Fund | a White Paper

A private equity fund is a pooled investment vehicle created for investments in equity securities and real estate. This white paper discusses some of the key structural considerations and investment terms involved in starting a private equity fund. The term “private equity fund” covers a broad spectrum of closed-end investment strategies, including early state funds (venture-capital), growth equity funds, leveraged buyout funds, and real estate funds. For specific information on structuring a real estate fund, see our white paper entitled: Forming a Real Estate Fund–Strategy, Structure and Investment Terms. 

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Hedge Fund Structural Considerations | a White Paper

Emerging hedge fund managers face a labyrinth of regulatory and tax considerations, investor reporting requirements, and business operation issues. Managers must also balance investor relationships, capital raising, developing their investment strategies, and a myriad of other roles. Operating a hedge fund entails significant legal exposure, with substantial liability for improper disclosure. Even inadvertent mistakes can lead to substantial personal liability.

The structure of a hedge fund is dependent on a number of tax, regulatory, and financial considerations. Fund structure is also driven in large part by the fund’s strategy, such as the degree of liquidity of the portfolio investments. The fund structure should be developed based on careful and thorough analysis with the assistance of an experienced fund attorney.

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Hedge Fund Investment Terms |a White Paper

This white paper describes some of the most common hedge fund terms and how they apply to various hedge fund strategies.

One of the most important aspects of forming a hedge fund is setting the terms of the investment. When properly structured, hedge fund offering documents contain terms that adequately protect the fund sponsor and are attractive to investors. Hedge fund terms are driven by the fund’s strategy, the market trends within the fund’s asset class and the particular needs and objectives of the fund. It is crucial that the investment fund legal counsel has an in-depth understanding of current investment market trends and how those trends affect the strategy the fund will employ.


Investment Fund Legal Documents |a White Paper

This white paper lays out some of the key documents and filings that legal counsel will prepare for either an open-ended fund (hedge fund) or closed-ended fund (private equity/real estate fund).

To effectively start an investment fund, the sponsor must safely navigate the complex regulatory structures that govern the fund’s operations. Unintentionally deviating from regulatory disclosure requirements can result in serious consequences for the issuer and its directors, officers, and managers. Experienced legal counsel plays a vital role in guiding managers through their various responsibilities and can help managers avoid devastating mistakes as they launch a new fund.

Forming A Real Estate Fund | a White Paper

This white paper discusses some of the key considerations in forming a private real estate fund, including strategy, structure, and investment terms.

Real estate securities offerings span a broad continuum of size and complexity. At the largest and most complex end of the spectrum are non-traded and traded Real Estate Investment Trusts (REITs), which are pooled investment vehicles requiring a large number of investors to satisfy regulatory and tax requirements and generally requiring a substantial asset base to justify the costs of formation and operation.

The private real estate fund strikes a balance between the two ends of the spectrum, enabling a sponsor to raise capital in a pooled fund without being constrained to do successive securities offerings on a deal-by-deal basis, and without the complexity, scale and substantial regulation of forming a REIT.

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