The Firm offers a specialty practice in the legal aspects of professional investment management. Reflecting the substantial freedom of movement of investment capital in today’s world and the often international outlook of investment professionals, the Firm has particularly specialized in investment management transactions in transnational settings. For instance, the Firm has assisted in matters involving the professional management, either on a separately managed or pooled basis, of investment capital from countries outside of the United States by managers within the United States or the management of investment capital from sources within the United States by non-U.S. managers. In addition, because of its international experience, the Firm is often called upon to assist in investment management transactions without significant U.S. connections.  

Much of the Firm’s practice in the investment management area involves the structuring, implementation and ongoing maintenance of investment funds, principally privately offered investment funds formed in the United States, “offshore” funds and other international funds.

Funds Created with the Firm's Involvement

Funds that the Firm has assisted in creating include:

• Closed-end venture capital and direct equity funds, including buy-out funds and specialist funds in the Internet and technology areas.
• Open-ended hedge funds, including those employing traditional hedging strategies, those employing more sophisticated derivatives and those using “long only” techniques.
• Money market funds, including multi-urrency funds and those involving both accumulation and distribution classes.
• Bond funds, including funds investing in structured notes.
• Commodities pools.
• Real estate funds.
• Funds with special investment strategies, such as those for Islamic investors.

These variables can include:

• Where is the manager, how is the manager being compensated and what are the manager's tax and regulatory constraints and considerations?
• Where are the investors and what peculiarities of their home tax and securities laws must be taken into account?
• What types of investors (institutional, individual, tax-paying, tax-exempt, ERISA) will be approached and what are their peculiar regulatory and tax needs?
• What is the fund's investment objective:  capital gains, income, capital preservation?
• What types of investments (debt, equity, derivatives, commodities futures) will be made; what specialized techniques (leverage, short selling, hedging) will be used; and where and how will the instruments be purchased, i.e., in the United States or abroad?
• Where should the fund entity be formed and what form should it take (e.g., company, partnership, unit trust)?
• If there are different groups or types of investors, should two or more funds investing in parallel be created or should a single fund or a series of funds investing in a single master fund be created?
• How and through what channels will interests in the fund be distributed in various parts of the world?
• Will the interests in the fund be listed on one or more recognized stock exchanges and how will the listing requirements of such exchanges affect the structure and investment strategy of the fund?
• How and where will the non-investment management, i.e., administrative, functions of the fund be carried out?

The Firm’s expertise in investment management legal services is reflected in the following illustrative transactions:

• Representation of a U.S. fund sponsor in connection with the establishment of a family of offshore funds structured for Islamic investors to conform to Sharia law.
• Representation of a U.S. investment manager in formation of a Bermuda-based hedge fund for investment by non-U.S. and U.S. tax exempt investors.
• Representation of a Middle Eastern financial services group in the formation of an offshore fund investing in U.S. direct equity funds.
• Representation of a publicly traded European investment fund in its investments in direct equity funds and direct equity investments both within and without the United States.
• Representation of a U.S. investment manager in the formation of an offshore relative value hedge fund for non-U.S. and U.S. tax-exempt investors.
• Representation of a joint venture consisting of Canadian, French and Luxembourg managers in the formation of a Luxembourg-based direct equity fund investing in media and telecommunications companies.
• Representation of a Cayman Islands company in establishing an offshore multimanager investment fund with seed capital of US$400,000,000.
• Representation of U.S. and Brazilian investment managers in the formation of an offshore fund for U.S. and non-U.S. investors to invest in Latin American and U.S. Hispanic related private internet companies.
• Representation of a Middle Eastern investment management firm in organizing Cayman Islands company/Delaware limited partnership investment vehicle combinations through which a group of Middle Eastern investors participated in a fund investing in U.S. listed and unlisted media and communications investments.
• Representation of a Swiss investment manager in organizing a Delaware limited partnership through which U.S. institutional investors invested in private equity buyouts in Europe.
• Representation of the U.S. investment management arm of a French financial group in creation and ongoing maintenance of a family of Netherlands Antilles and British Virgin Islands investment funds and arrangements whereby interests in the funds are distributed worldwide to non-U.S. investors.
• Representation of a U.S.-based commodity pool operation in connection with the formation of an offshore commodity pool for non-U.S. investors, including registration of the operation of the pool with the CRTC.
• Representation of a Bermuda-based investment manager with worldwide operations in connection with the formation of a series of Cayman Islands unit trusts whose shares were sold to Far Eastern investors; underlying investments of the unit trusts included U.S., European and other listed equity securities, derivative instruments and investment funds.
• Representation of an English merchant bank in connection with private placement in the United States of shares in a U.K. investment trust investing in privatizations of state-owned entities in the former East Germany.
• Representation of an English merchant bank in connection with the private placement in the United States of shares of a U.K. investment trust investing in emerging markets around the world.
• Representation of an investment management arm of an English merchant bank in connection with private placements in the United States with institutional investors of interests in a series of English limited partnerships investing in European private equity buyouts.
• Representation of a U.S. regional broker and investment manager, as sponsor of a series of Cayman Islands closed-end investment companies and partnerships, investing in later-stage U.S. venture capital companies.
• Representation of a U.S. investment manager in connection with sponsorship and management of vehicles for U.S. and non-U.S. institutional investors for investment in U.S. leveraged buyouts.
• Representation of a U.S. investment firm in connection with the sponsorship and investments of parallel U.S. and Cayman Islands partnerships and other managed accounts investing in buyouts of private, middle-market U.S. companies.
• Representation of a Hong Kong-based investment manager in connection with the sponsorship and organization of a U.S. partnership investing in listed securities in the Far East in which limited partnership interests were sold to U.S. institutional and high net worth individuals.
• Representation of offshore funds sponsored and directed by a U.S. investment bank in connection with “Dutch sandwich” structures for U.S. leveraged buyout transactions.
• Representation of a U.S. investment manager in connection with sponsorship and management of an open-ended Cayman Islands fund engaged in short-selling of U.S. listed equities.
• Representation of a U.K. investment management firm in connection with the organization of a Delaware limited partnership through which U.S. institutional non-ERISA and individual investors invest in a portfolio of emerging markets securities.
• Representation of a Delaware partnership that invests through a Canadian subsidiary in western Canadian gas gathering pipelines and cleansing plants, the general partner of which is a subsidiary of a major Canadian petroleum firm and the limited partners of which are major U.S. institutional investors, including ERISA and state government pension funds.
• Representation of an English investment management firm in connection with the U.S. private placement of open-ended Cayman Islands funds investing in Korean equities, South Asian equities and Eastern European equities.
• Representation of a U.S. investment manager in connection with the formation of Cayman Islands limited partnerships investing in emerging markets securities and in U.S. small capitalization issues, including advice on application of “hot issues” rules to investment partnerships.
• Representation of a U.S. investment manager in connection with a tiered Bermuda partnership/British Virgin Islands company for investment by U.S. and non-U.S. investors in equity securities of U.S. high-technology issues.
• Representation of a U.S. investment manager in connection with the formation of an offshore fund investing in Vietnam through direct investments, third-party portfolio managers and investments in other Vietnam funds.
• Representation of English and French merchant banks in connection with the U.S. private placement of shares in an offshore fund investing in Lebanon and Syria.
• Representation of a U.S. investment manager in connection with the management of the investments of a Bermuda fund investing in the communications industries in emerging market countries.
• Representation of a French investment management firm in connection with documentation for an offshore multimanager fund investing in Asian equity securities.
• Advice to a U.S. investment manager in connection with the aggregation of a family of offshore funds into a multiportfolio umbrella fund and its re-establishment as a Luxembourg fund qualifying as an Undertakings for the Collective Investment of Transferable Securities (UCITS), including qualification of the UCITS for sale to the public in various European jurisdictions.
• Representation of a Scottish investment manager in connection with the formation of a U.S. trust as an investment vehicle for ERISA investors.
• Representation of the investment management arms of U.K. and Hong Kong merchant banks and German investment management firms in connection with their management of U.S. institutional accounts, including accounts of ERISA investors, and advice regarding registration as investment advisers under the Investment Advisers Act of 1940.
• Organization of a joint venture between an English investment management firm and a U.S. investment adviser to institutional tax-exempt investors to manage U.S. institutional investors’ funds in overseas markets.
• Representation of an offshore private equity “fund of funds” in connection with its investments in U.S. private equity partnerships and direct investments, including attendant tax and securities law considerations.
• Advice to various non-U.S. investment managers and fund sponsors concerning application of Trading with the Enemy Act, the International Economic Emergencies Power Act and the various economic sanctions programs administered thereunder.
• Advice to various U.S. and non-U.S. managers on implications of the USA Patriot Act and various other anti-money laundering laws and regulations.

• Marco A. Blanco (New York)
• Michael G. Kushner (New York)
• Carl A. Ruggiero (New York)
• David E. Moran (Stamford)
• Victor L. Zimmermann (Stamford)
• Tom Mackay (London)
• Geoffroy Lyonnet (Paris)
• Marc V. Kramer (Frankfurt)