Stephen M. Meli


Stephen M. Meli


Stephen M. Meli is co-chair of the firm’s Fund Formation & Investment Management Practice. He leads a dedicated team of corporate lawyers and integrated specialists who advise clients on all aspects of the structuring, formation, and ongoing management of private investment funds and their respective management companies, on secondary transactions and GP-led fund restructurings as well as a broad cross-section of institutional investors actively investing into private investment funds.

Fund Formation

Steve focuses his practice on lower and middle market buyouts, growth equity, venture capital, credit, and other private funds, including funds-of-funds and secondary funds. With an emphasis on commercial sense and practicality, Steve advises sponsors on every aspect of their funds business, including the structuring, marketing, operating, and compliance of their private funds.

Emerging/Spin-out Fund Sponsor

Steve has a special focus on emerging, spin-out, “first time” and fund-less sponsors establishing their initial pooled investment vehicles. This focus includes advising on separation matters, placement agent arrangements, commercial terms and conditions, internal governance/employee and management company arrangements, SEC registration and compliance, carried interest structuring, and co-investment arrangements.

Fund Restructuring and Secondaries

Steve regularly represents lower and middle market sponsors in connection with GP-led and other complex secondary transactions, including continuation funds, fund restructurings, and tender offers. Steve also represents several secondary investors in connection with their participation in continuation funds and similar transactions.

Steve’s LP secondary transaction experience includes advising both U.S. and non-U.S. buyers in the structuring and negotiating of both individual and bulk acquisitions of private fund interests, including LOI negotiation, fund interest diligence, purchase agreement terms and acquisition structuring. Steve also represents both U.S. and non-U.S. sellers of private fund interests, including advice on portfolio preparation, adviser and buyer selection, purchase agreement terms and closing matters.

Institutional Investor Representation

Steve works with endowments, charities, sovereign and private pension funds, insurance companies, funds-of-funds, and secondary funds on all of their alternative investment matters, including the negotiation and structuring of primary investments and portfolio company co-investments.

Prior to joining Foley, Steve was a partner in the Private Investment Funds Group of Proskauer Rose LLP.

Presentations and Publications

  • Quoted, “SEC Enforcement Action Targets PE Sponsor’s Write Down Mechanics and Related Disclosures to LPs,” Private Equity Law Report, June 29, 2023
04 January 2024 Article

The Corporate Transparency Act: What Investment Advisers to Private Investment Funds Need to Know

The Financial Crimes Enforcement Network’s final regulations implementing the Corporate Transparency Act took effect on January 1, 2024.
16 October 2023 Article

New 2024 SEC Examination Priorities: What Should a Private Fund Adviser Know?

On October 16, 2023, the Division of Examinations of the U.S. Securities and Exchange Commission announced its annual 2024 examination priorities
28 August 2023 Article

SEC Adopts New Private Funds Rules: Key Takeaways for Private Fund Advisers and Investors

During an open meeting on Wednesday, August 23, 2023, the U.S. Securities and Exchange Commission voted 3-2 along party lines to adopt new rules proposed under the Investment Advisers Act of 1940.
09 March 2023 Article

SEC Announces 2023 Annual Examination Priorities: Some Takeaways for Private Fund Managers

The Division of Examinations of the U.S. Securities and Exchange Commission announced its 2023 examination priorities on February 7, 2023.
14 February 2023 Deals and Wins

Foley Represents Bluestone Equity Partners in Launch of Growth Equity Fund Investing in Sports, Media, and Entertainment

Foley & Lardner LLP served as legal advisor to private equity firm Bluestone Equity Partners (Bluestone) in the successful closing of Bluestone Capital I, L.P., its inaugural $300 million growth equity fund (the Fund) focused on the global sports, media, and entertainment industry.
11 October 2022 Honors and Awards

Foley Attorneys Named to 2022 Massachusetts Super Lawyers and Rising Stars Lists

Foley & Lardner LLP is pleased to announce that 13 of its attorneys were selected for inclusion in the 2022 Massachusetts Super Lawyers and Rising Stars lists.