Our Fund Formation & Investment Management (FFIM) group offers the full suite of services to GPs and LPs. Our deep bench of corporate partners, of counsels and associates is complimented by integrated specialists in tax, ERISA, regulatory, CFIUS/KYC, SEC investigation/examination, litigation, employment, finance, estate planning and transactions. We understand the business objectives, dynamics and trends of GPs, LPs and the entire private funds industry.

Sponsor Representation

We are built for middle market and emerging sponsors seeking to raise institutional capital and provide cutting edge advice at an unparalleled value. From fund formation to fund restructurings, we advise sponsors on all aspects of their private fund businesses. We go beyond standard engagements with our sponsor clients by acting as their outside general counsel, advising on internal governance, employee & organizational matters, SEC registration, regulation & compliance programs, carried interest arrangements, taxation & estate planning, and more. The fund formation-side of FFIM’s broader practice is designed to be different from our peers and the best-known “incumbent” fund formation practices due to our singular focus on delivering maximum value to middle market and emerging sponsors.

Institutional Investor Representation

The investment management-side of FFIM’s practice provides a high-value solution for the broader institutional investor community and all of its transactional needs. From primary investments, direct/indirect co-investment, anchor investing, secondary sales/purchases to asset manager M&A, we advise LPs on all aspects of their private capital investments and businesses. We do not simply focus on a single asset class but rather advise LPs on all kinds of private market investments. We understand your regulatory characteristics – ERISA, tax-exempt, non-U.S., U.S. state pension or sovereign wealth, fund-of-funds, foundation or bank holding status – and it drives our approach to review and negotiation of key transaction agreements. We leverage our sponsor-side and broader industry experience and staff dedicated teams to your projects, all to ensure our process is disciplined, efficient and outcome-oriented.

Our Difference is in the Data

Our dual GP/LP practice is unique among our peers and provides us unparalleled access to LPA and secondary transaction terms and conditions in virtually every industry, sector and geography. Our experience working with both GPs and LPs informs our view of what’s market and allows insight into the latest trends and developments with LPA terms and conditions. We leverage this data for our GP and LP clients, providing them a commercial edge and lessening superfluous “off-market” legal negotiations.

Integrated Specialists

Our corporate Funds and IM lawyers are buttressed by tax, ERISA, finance, estate planning, employment insurance, regulatory and risk management attorneys dedicated to the private funds landscape. Collectively, we operate across offices as a single team that advises our clients on all aspects of their private funds businesses and private capital investment activity, and view each new engagement as the beginning of a long-term relationship.

Full Service for GPs

Tax, structuring, and governance advice for sponsor management company entities, including succession planning solutions for founders
Maintenance and operation of carried interest sharing plans and estate planning for founders and senior personnel
Advice for onboarding new personnel and separation/transition agreements
LPAC approvals, LP votes, and investment period/fund term extensions
Ongoing SEC compliance, reporting, and filing obligation
Structuring for portfolio investments and single asset co-investment vehicles, including ERISA/VCOC advice, tax structuring, side letter compliance and legal opinions
GP-led restructuring transactions and continuation vehicles
Hiring and negotiation of terms with placement agents and advice on fundraising strategies
Advisers Act conflict matters, ERA/RIA registration, and establishment of compliance program
Assistance with complex AML/KYC issues and strategic guidance & planning for CFIUS matters
Managing LP transfer activity
Access to Foley Fund Formation Portal, an electronic subscription agreement platform powered by DocuSign

Full Services for LPs

Representation on primaries, direct/indirect co-investments and secondaries, from PE/VC funds to lead investor/syndicate representation for continuation vehicles
Dedicated terms checklist, side letter request & LPA negotiation “playbook”
Sell-and buy-side representation for secondaries transactions, including adviser selection
Advice on asset manager consolidation and joint ventures
Separate accounts and fund-of-one representation
Tax advice for U.S. tax-exempt and non-U.S. LPs for credit and other complex fund structures
FOIA and state law obligations for U.S. state pensions

Related Services Offered

PE/Growth/VC/Credit/RE/Hedge Fund Formation Institutional Investor Representation (Primary, Secondaries &Co-investments)
Spin-outs and “First Time” Fund Representation
GP-Led Transactions (i.e., “Continuation Vehicles”) & LP Stake Secondaries
Purchases, Sales, and Combinations of Private Fund Sponsors
Fundless Sponsors and SPVs
General Corporate Representation (Employment Matters, Leases, Governance & Succession Planning)
Investment Advisers Act, AIFMD and General Regulatory Compliance
Carried Interest Taxation and Complex Fund Structuring
Capital Call Lines of Credit for Fund & GP Commitment Participants