Breadth of Private Fund Experience

We regularly handle a wide range of private investment fund matters, from the formation of multi-billion dollar funds with global investors to the review and negotiation of fund terms for investors. We advise fund sponsors on securities laws, corporate, tax and ERISA issues, and banking and communications laws in connection with the structuring and offering of their domestic and offshore funds. These funds include direct funds, fund-of-funds, master-feeder parallel funds, and multi-manager investment funds. They include the full range of investment styles and objectives, including leveraged buyout funds, venture capital funds, real estate funds, mezzanine funds, hedge funds, international funds, opportunity funds, commodity funds, risk arbitrage funds, absolute return funds, collateralized loan and bond funds, distressed debt funds, emerging markets funds, technology and other sector funds. We are also involved with innovative private fund products, such as insurance-wrapped funds and private funds that increase their potential investor base by registering under the U.S. Investment Company Act of 1940. In addition to our extensive U.S.-based fund work, we advise the operators of public and private open-end investment funds in the U.K. We have structured funds and limited partnerships in various non-U.S. jurisdictions. We have also handled fund listings on the Irish Stock Exchange, the Luxembourg Stock Exchange, and elsewhere.

Representation of Fund Sponsors

We represent many fund sponsors in the organization and raising of funds ranging from $100 million to more than a billion in capital commitments. Our familiarity with investor and fundraising market issues and sensitivities, coupled with our broad substantive and geographic expertise and our practical approach, has enabled us and our clients to market and close substantial funds despite difficult fundraising market conditions.

When working with fund sponsors, we recognize that it is very important when establishing a private investment fund to structure the participation by the fund principals and other insiders to maximize their after-tax returns and to align their interests with fund objectives. We have extensive experience in creating complex investment programs, leveraged co-invest programs, and other taxadvantaged and estate-planning investment structures for principals of the fund sponsor, as well as for officers and employees of the sponsor and financial institutions affiliated with the sponsor.

After the closing of a fund, we advise our fund clients in connection with portfolio investments, which often, depending on the nature of the fund investments, call on the expertise of a variety of our leading practice groups and industry experts.

Representation of Many Leading Fund Investors

We represent a number of leading investors in their private investment fund investments, including private and government pension plans, financial institutions, universities, foreign entities and individuals, insurance companies, religious and charitable organizations, high net worth individuals and family businesses. Our teams of lawyers have developed efficient methodologies to analyze and review private investment fund terms for our investor clients. Because of our work with a wide variety of private investment funds, we are able to quickly advise investors as to market terms and practices and the customary range of solutions to issues that arise.

Portfolio Company Transactions

We are one of the world's leading international legal advisers to private equity funds, their portfolio companies and management teams in private equity investments and exits. We are experienced in representing private equity clients in management and leveraged buyouts, follow-on acquisitions, real estate investments, public-to-private transactions, private investments in public companies, seed and venture capital investments and all forms of exit transactions including auction sales, recaps and IPOs. Our private equity lawyers include members of the Mergers and Acquisitions Practice, Finance Practice, as well as members of our Employment, Tax and other specialty groups, who together work as a team to produce creative and efficient solutions for our clients.

M&A and General Corporate. We have over 200 lawyers in our Corporate and M&A Practice, including more than 70 partners. We represent a broad spectrum of public and private companies, private investment and leveraged buy out firms, joint ventures, individuals, and institutional investors in connection with mergers, acquisitions, divestitures, joint ventures, and strategic alliances including many Fortune 500 and FTSE-250 companies. In 2003, our U.S. practice was nominated for "USA: Corporate/M&A Law Firm of the Year" by Chambers USA, which recommended us for our 'blend of world-class technical skills and user-friendly attitude.' In 2004, 15 of our M&A and corporate partners were cited by Chambers USA and/or EuroMoney's 2004 Guide to the World's Leading Capital Markets Lawyers as recognized market leaders.

Our London Corporate Group has been ranked as the "No. 1 corporate team" for its market size for the last two years by Chambers UK, calling it "a collection of strong individuals with a flourishing practice." The group was nominated for "Corporate Team of the Year" and ranked second for "Global Law Firm" in The Lawyer magazine's awards for 2003. Our French and German practices combine an intimate knowledge of their local laws and markets with the resources of a major international practice to provide expert advice on a full range of domestic and cross-border transactions, as well as all aspects of French and German business law.

Senior Debt Finance. Our senior debt and acquisition finance lawyers represent many of the most active financial sponsors and money center lenders and investment banks that provide related bank debt and high yield financing to private equity representation of senior and subordinated lenders in leveraged buyouts, recapitalizations, restructurings, and other change-of-control financings. Chambers USA termed the firm a "banking 'powerhouse' for its sheer manpower and global coverage."

High-Yield and Debt Securities. Our high-yield work has involved a large number of project financings, new issuances and refinancings, as well as restructurings and consent solicitiations. We represent a variety of underwriters and issuers in the Rule 144A market and otherwise in connection with the offering of high-yield debt securities. In 2002 and recently, Thomson Financial ranked the firm fifth in representing U.S. high-yield issuers. Five of our partners were recently cited as recognized market leaders in EuroMoney's 2004 Guide to the World's Leading Capital Markets Lawyers. We regularly rank in the top tier in Thomson Financial's league of securities deals in the United States, with high rankings in straight debt offerings, high-yield debt offerings, investment-grade debt offerings, and asset-backed and mortgage-backed offerings.

Employment. Executive compensation, employment and ERISA issues arise in virtually every private equity transaction, and employment issues can be among the most contentious aspects of complex acquisitions and exits. We provide an in-depth understanding of pension, benefits, and personnel issues, and our executive compensation lawyers create effective executive retention and investment programs and executive employment arrangements.

Tax. Our private equity team includes members of our tax practice which provides tax planning and structuring advice in connection with private equity investments and dispositions, including advice to management teams to help motivate them to achieve the best results in their portfolio companies.

Regulatory Expertise

Our firm's status as one of the largest international law firms in the world enables us to advise our private fund clients on a wide range of increasingly complex regulatory, tax, and other legal issues that affect private funds and their sponsors and investors. For our financial services clients, we regularly advise in matters relating to the U.S. Investment Advisers Act of 1940, the U.S. Investment Company Act of 1940, the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the U.S. Commodity Exchange Act, rules of self-regulatory organizations, and state blue sky laws. We regularly advise clients about the impact of the U.S. Employee Retirement Income Security Act of 1974 and the U.S. Internal Revenue Code.  For clients that are regulated banking and trust organizations, we counsel them on the applicability of federal and state banking and financial services laws (including the Bank Holding Company Act of 1956 and other federal banking laws) to their private fund investment, sponsorship, management and distribution activities.  We also advise financial services companies in the United Kingdom on the Financial Services and Markets Act 2000 and the rules and regulations of the U.K. Financial Services Authority. We counsel our clients in virtually every interaction they may have with a regulatory agency. This includes preparing and filing registration statements and forms for licenses, and negotiating with regulators about everything from customer complaints to regulatory inspections to administrative actions. We provide on-going counsel on compliance issues affecting investment advisers, broker-dealers and commodity pools and also advice on compliance with specific laws and regulations applicable to broker-dealers. We regularly advise our clients as well as other industry participants on emerging regulatory issues, including ERISA and pension issues, securities registration exemptions, privacy regulations, and Sarbanes-Oxley and Patriot Act compliance. Some of the topics about which we regularly advise our private hedge fund clients include soft dollars, private offerings and the use of the Internet, hot issues regulation, capital introduction programs, anti-money laundering regulation compliance, performance advertising issues, Sarbanes-Oxley Act, trade allocations, Form 13D, 13G, 3, 4, and 5 filings, and privacy regulations. Anumber of our partners previously worked with the regulatory agencies that oversee the private fund business, and we regularly consult with those regulators as they review and consider changes to fund regulation.

Practical Market Knowledge

The breadth, depth, and diversity of our private investment fund practice give us a broad knowledge of the market terms, trends and emerging issues in the private investment fund market. Among our clients are leading institutional investors and "gatekeepers" for private investment funds, which enables us to anticipate major issues and investor initiatives and structure market-tested solutions. Our lawyers not only possess outstanding legal qualifications, but also have significant practical and recent experience in structuring and negotiating the terms of a variety of private funds. We have a broad knowledge of investor-specific issues, including side letter provisions, the trend towards the requisite public disclosure of fund results, preferred return, management fee and carry terms and calculations, and investor demands for greater protection for clawback claims.

Industry Experience

Mayer Brown's securities experience in a broad array of industries allows us to quickly and seamlessly provide the proper context for the regulatory, disclosure and other commercial issues that arise during the course of fund formations and portfolio company transactions. Among the industries where we have extensive experience are the following:

Related Practice Areas

• Collateralized Debt Obligations
• Derivatives
• Financial Services Regulatory and Enforcement
• Investment Management
• Private Equity
• Real Estate
• Tax Transactions & Planning