Attorneys in the Investment Management Group provide comprehensive representation for all types of pooled capital investment funds – from fund formation and domestic and offshore tax planning through the full range of marketplace issues impacted by portfolio investment activities. Our Group focuses primarily on representing hedge funds, private equity and venture capital/SBIC funds, mezzanine and buyout funds, and public and private real estate funds and investment trusts. Our clients also include domestic and foreign public and private institutional investors, tax-exempt organizations, high net worth individuals, unregistered and registered investment advisors, alternative asset divisions of large U.S. and foreign financial institutions, and entrepreneurial hedge fund sponsors.
Our attorneys provide the critical thinking and innovative solutions to help clients overcome obstacles and realize new possibilities. We offer a depth of experience and market knowledge within a practice in every segment of the investment funds industry, that above all is driven by client service and responsiveness. Our "dedicated team" approach to client service ensures that clients always have a primary relationship partner, supported by attorneys of varying levels of experience and from differing practice disciplines depending on budget and project complexity. We grow as our clients grow in order to meet their changing needs. Throughout all our offices, our commitment remains the same: helping our clients to overcome obstacles and expand opportunities for the long-term success of their firms and their investors.
Our Services
McCarter's Investment Management Group is a multidisciplinary practice of 16 Partners that includes a core of seasoned formation, tax and transactional attorneys, complemented by a broad group of attorneys in critical disciplines to support all aspects of operational and investment activities. We bring to the table comprehensive industry knowledge and have worked with prime brokers, placement agents, consultants, accountants, investment bankers and other domestic and offshore industry participants.
With approximately 400 lawyers in fully staffed offices in Boston, Hartford, Stamford, New York, Newark, Philadelphia and Wilmington, we have full complement of legal services available to a diverse array of funds and investors. This enables us to better anticipate and respond to changing client needs, new laws and regulations, and world events. As the regulatory tides affecting private pooled capital and alternative investment vehicles continue to ebb and flow, we are able to draw on our experience with various regulatory and law enforcement agencies. Several of our attorneys have prior government experience with important agencies and offices at the federal and state (especially Connecticut) level.
Private Investment Funds
HEDGE FUNDS
We have helped guide hedge funds through founding, funding and growth, offering a diverse and dynamic range of services to meet their changing requirements. Today we offer clients the depth, capacity and industry knowledge to help them achieve their long-term goals.
Our attorneys have formed and currently represent as counsel of record newer and established hedge funds ranging in size from $20 million to several billion dollars in assets under management, employing diverse equity, debt, and sector-specific strategies in structures ranging from simple domestic investment vehicles to multi-tiered offshore master-feeder complexes, including hybrid structures and foreign stock exchange listings.
Our services include advising on all aspects of fund formation and ongoing operations, including the structuring and formation of traditional US and non-US hedge funds, quantitative strategy funds, and funds of hedge funds. We regularly counsel clients in connection with the development of new and innovative fund products, hybrid and derivative structures, and multi-strategy approaches.
We work closely with our tax and ERISA lawyers to provide counsel on fund structuring and management entity tax planning, with an emphasis on complex international corporate and tax structuring, issues arising from new product development, executive compensation arrangements, and estate planning for principals and other key personnel. We have represented fund clients in the development of their executive compensation and deferral plans. Our attorneys also integrate client projects with other corporate and securities lawyers at McCarter on matters involving trading advice, exchange and regulatory filings, activity registration, compliance policies and procedures, privacy policies, and compliance with the Sarbanes-Oxley Act, USA Patriot Act, and related OFAC policies and procedures. Drawing on our private equity, venture capital and SBIC experience, we regularly advise our hedge fund clients on their illiquid investing activities, as well as the downstream exit strategies that arise from those transactions. With support from attorneys in our Securities and White Collar Litigation Group, our attorneys have represented fund boards and investors in connection with several high-profile SEC and CFTC enforcement and seizure actions as well as several high-profile civil lawsuits against activist hedge funds and short-sellers by publicly-traded companies.
Our attorneys are frequently quoted by the national and international financial media regarding hedge fund industry events and appear as panelists at industry conferences. We are members of the Managed Funds Association, and outside counsel to the Connecticut Hedge Fund Association.
PRIVATE EQUITY AND BUYOUT FUNDS
The firm represents as primary counsel more than 50 private equity funds of all types. Our services include fund formation, dealing with institutional investors and investment transactions, acquisitions and dispositions, and representing sponsors of LBOs and other traditional buyout funds. Transactions include all forms of mergers and acquisitions, PIPEs and SPACs, recapitalizations, leveraged buyouts, friendly tender offers, going private transactions and other corporate reorganizations. Our securities lawyers have done over 100 IPOs on numerous U.S. and international exchanges. We represent clients in distressed investment funds, communications and media funds, venture and technology investing funds, mezzanine private equity funds, fund of funds, and private label funds.
Our SBIC practice includes Saunders Miller, who serves as an exclusive consultant to McCarter on matters related to the Small Business Investment Company program. Mr. Miller was Senior Policy Advisor at the U.S. Small Business Administration from 1992 until 2002. While at SBA, he was extensively involved in the development of the current policy and regulations for the small business investment company program. He was also primarily responsible for the development of the SBA's current licensing forms and procedures, including the SBA's Management Assessment Questionnaire and the SBA's state-of-the-art evaluation process for private equity fund managers. Members of the Group have been actively involved in the SBIC program for decades and in that time have drafted SBA form documents such as the model partnership agreement have lectured and written extensively on SBIC matters. We are currently representing numerous clients, both licensed SBICs and new applicant firms, in the SBIC licensing process.
REAL ESTATE FUNDS
The Group's attorneys represent sponsors of a wide variety of private funds targeting investments in direct real estate assets, real estate operating companies, opportunity funds, and mezzanine securities. Members of the Group have helped investors from the country's largest insurance companies and pension funds aggregate their national portfolios, counseled offshore entities and high net-worth individuals seeking to enter the U.S. marketplace, and advised domestic and international companies consolidating operations in major metropolitan areas or regional distribution centers.
We also advise European, Latin American and Asian overseas investors on the intricacies of federal and state reporting and disclosure requirements and on structuring their participation in U.S. real estate and real estate investment vehicles to avoid FIRPTA withholding taxes. We are counsel of record to several private and publicly-traded REITs based in the greater New York-New Jersey area, and have taken several REITs public through initial public offerings.
Our lawyers represent clients in joint ventures with asset managers, co-owners, developers and operators on a global basis, and work in tandem with lawyers in our real estate practice to handle ongoing transactional matters.
Investment Adviser Compliance
Our attorneys counsel investment advisers on registration under the Investment Advisers Act of 1940 and other federal and state laws, develop compliance policies and procedures, prepare and negotiate investment management agreements for separately managed accounts, prepare for and respond to regulatory inquiries, and review marketing and advertising issues.