We help clients manage

• Capital raising process
• An ever-changing regulatory landscape
• Complex fund and investment adviser structural issues
• Changing market practices and fund terms
• Business and reputational risks
• Complex U.S. and international tax matters

Interdisciplinary team and collaborative approach

• Former in-house counsel and chief compliance officer for large fund managers
• Former SEC regulators
• Seasoned tax, ERISA, regulatory, employment, real estate and mergers and acquisitions practitioners

Our attorneys provide business-minded, fund-specific legal advice to drive incisive business strategies.

Our clients span the alternative investment and financial services sector

• Hedge funds and private equity funds
• Venture capitalists and venture capital funds
• Funds of funds
• Fundless sponsors
• Investment advisers
• Commodity pool operators
• Real estate investment trusts (REITs)
• Real estate funds
• Broker-dealers
• Pension funds, insurance companies and other institutional investors
• Family offices
• Entrepreneurs
• Managers of large investment funds
• Fund consultants
• High net-worth individuals

Navigate the legal and regulatory landscape, focus on business objectives

With broad industry experience and product knowledge, Nelson Mullins offers private fund and investment management clients creative solutions to manage legal and regulatory risks and position your business for long-term success.

Our investment management services allow you to

• Address broker-dealer status questions – including issues raised by using finders and other unregistered sources of capital introduction
• Conduct operational due diligence – of private funds and their managers, sponsors and related entities
• Engage key service providers – including third party administrators, placement agents, prime brokers and financing counterparties
• Ensure compliance with federal and state laws and regulations governing securities, funds and advisers – including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Dodd-Frank Act, the USA PATRIOT Act and the Commodity Exchange Act
• Establish a culture of compliance – implement robust compliance policies and procedures and supervisory controls, train employees and consultants and monitor ongoing compliance performance
• Evaluate investment opportunities – and negotiate and implement deal structures and strategies aligned with business objectives
• Interact with regulators – prepare registration applications, exemption notices and ongoing regular compliance reporting
• Protect your business interests – in connection with regulatory examinations, audits and enforcement actions as well as client and talent retention
• Market private funds and advisory services – prepare compelling and compliant marketing materials
• Negotiate the terms of investment – in hedge funds, private equity funds, venture capital funds and other alternative investment vehicles
• Negotiate transactions and joint venture deals – work with a legal team with practical business sense and a deep understanding of and experience with alternative investment transactions
• Register as an investment adviser – with the SEC or applicable state securities regulators
• Seek regulatory relief – including exemptive and no-action relief from the SEC
• Structure transactions and deal documents – designed to align interests and achieve business objectives
• Trade complex structured products – including swaps and other derivatives
• Understand and navigate compliance issues associated with managing and investing in private funds – including investment adviser registration and exemption, broker-dealer status questions and supervisory policies and procedures

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Private Fund Formation

• Represented real estate private equity fund sponsor in forming and offering $50 million in interests to U.S. and foreign investors
• Represented high-frequency trading manager in the formation and offering of a $100 million U.S. domiciled fund to outside investors
• Represent a venture capital investor in the formation and offering of a $30 million fund to U.S. and foreign investors
• Represented a private fund manager in forming and operating a sidecar fund
• Represented venture capitalist in forming and offering a $25 million venture capital fund and a $25 million fund of venture capital funds

Investor Representation

• Represented institutional investors in making multi-million dollar investments in various private fund structures, including hedge, private equity and venture funds
• Represented institutional investor in negotiating terms of investment in private investment vehicles

Regulatory Compliance

• Represented fund manager in developing policies and procedures designed to comply with the Investment Advisers Act of 1940 in anticipation of registration as an Investment Adviser under the Act
• Represented fund manager in evaluating fund compliance with Sections 3(c)(1) and 3(c)(7) of the Investment Company Act

Investment Manager Representation

• Represented investment adviser in developing a compensation system designed to attract and retain talent
• Represented registered investment adviser in preparing annual updating amendments to its Form ADV