Private Funds

We advise the full spectrum of buyout managers, from the largest private equity firms to first-time and emerging managers, on all aspects of their most complex global fund formations and operations, including internal arrangements at private fund managers and succession planning. Clients celebrate our “breathtaking practice,” with combined strength in fund formation and private equity transactions, and our “state-of-the-art technology.” Our proprietary database of buyout fund terms offers valuable insight into market trends and allows clients to make informed decisions when going to market and negotiating with limited partners. For our unparalleled advice, Chambers Global named us a “Leading Law Firm” for investment funds: private equity fund formation, and Legal 500 recognized us as a “Top-Tier Firm” for investment fund formation and management in private equity funds, including venture capital.

By the numbers:

• Advise on funds from $62 million to more than $10 billion
• Represent PE firms with $1 million to $490+ billion in AUM

How we can help: We work with new and seasoned asset managers at all stages, across a range of product types and industries.

• Product Types: Closed-end funds; Evergreen funds; Separately managed accounts; Funds-of-one; Continuation vehicles; Side cars; Co-investment funds; Investment management agreement; Sponsorless funds
• Services: Fund formation; Employee investment plans; Carry arrangements; Succession planning; Regulatory and compliance; Minority investments in private equity firms

We offer cutting-edge advice on all aspects of forming and operating credit, structured finance and direct lending funds. Credit products have unique issues—tax and domicile considerations, loan origination questions, conflicts when investing across the capital structure, potential business restructuring issues, and more. Our experience across the funds spectrum and with a wide variety of lending and financing transactions allows us to craft innovative and tailored solutions to meet these unique concerns. We also bring deep experience in regulatory issues related to credit strategies, and partner closely with our market-leading direct lending, structured finance, derivatives and business restructuring practices.

By the numbers:

• 170+ credit funds raised
• 130+ credit fund managers advised

How we can help: Asset managers turn to us for help at all stages of a credit fund's lifecycle. We offer all the services and strategies they need, for a wide range of product types.

• Services: Fund structuring; Fund formation; Regulatory compliance and preparation for SEC examinations; Transactions, including non-distressed and distressed credit opportunities; and Civil and criminal enforcement
• Strategies: Credit opportunities; Liquid fixed income; Lending and loan origination; Mezzanine; Distressed/Special Situations; CLOs/CDOs; Real estate debt; Industry-focused; Specialty finance
• Product Types: Open-end; Closed-end; Hybrid; Private and registered/retail; Business development companies; CLOs; Insurance dedicated; Rated note feeders

We advise asset managers on the complex legal issues related to investments in cryptocurrencies, digital assets and related asset classes, such as bitcoin mining. We have a deep understanding of these developing technologies and are at the forefront of trends and regulatory issues in this space, including tokenization of fund interests. With a core team of private funds attorneys—and additional support from more than 100 lawyers in various specialty practices with knowledge of blockchain, digital assets and Web 3—we are ranked nationwide in Chambers for FinTech Legal: Blockchain & Cryptocurrency.

How we can help: Fund formation and investing; Securities regulation; Commodities regulation; Liability management and restructuring; Litigation, enforcement and compliance; Strategic transactions and licensing matters; Tax planning and structuring

Sponsors rely on us to structure, form and advise upon funds-of-funds, secondaries funds and co-investment funds. Among our clients are some of the largest fund sponsors, which operate a variety of multi-strategy and single-strategy funds. We bring a deep understanding of fund structure and tailor our advice based upon the fund’s underlying holdings and potential investors, as well as a fund’s jurisdiction, tax status, liquidity, valuation and compensation arrangements.

How we can help: We work with general partners focused on a range of strategies and product types. In addition to working with our fund formation team, you will also benefit from the advice of colleagues across practice areas, including those in our alternative asset opportunities, ERISA and tax practices, among others. Our experience is also informed by our firm’s work on behalf of investors, including our representation of institutional investors making primary investments, buyers and sellers on a full range of secondary investments and transactions, and co-investors in both direct and indirect co-investments.

• Strategies: Multi-strategy; Buyout; Venture capital; Real estate; Credit; Impact; Hedge; Secondaries (including traditional, sponsor-stakes and single-asset); Co-investment/Directs
• Product Types: Closed-end; Registered (U.S. and non-U.S.); Hybrid; Funds-of-one, Separately managed accounts (SMAs) and other bespoke mandates; Dedicated third-party feeder funds; Syndication vehicles

Hedge fund clients rely on our team for guidance on fund formation, operational and regulatory matters, as well as a wide range of issues related to commodities, derivatives, activist investing, special situations and other investment transactions. We represent 14 of the world’s 25 largest hedge fund managers in all facets of the industry worldwide, including institutional and start-up hedge fund sponsors, as well as institutional and seed capital investors. Clients cite our “deep knowledge and expertise of the industry and a global reach” in Chambers, which ranks us nationally and internationally for hedge funds.

How we can help: We work with clients at all stages, including hedge funds expanding into hybrid and registered funds, as well as institutional asset managers entering the hedge funds space for the first time.

• Services: Fund formation and operations; GP and management company operating agreements and profit sharing arrangements; Anchor and seed investor negotiations; Alternative fee structures; Trade structuring and related tax advice; Investment transactions, including spin-outs and mergers; Counterparty risk management; Compliance and regulatory counseling; Regulatory inquiries and investigations; Derivatives and commodities advice
• Full range of hedge fund strategies: Hybrid hedge funds/private equity funds; Seeding and accelerator vehicles; Multi-jurisdictional structures for direct lending and other debt strategies; Tail risk funds; Advice to systems trading platforms, including IP issues; Structuring of commodity pools and managed futures

We advise infrastructure and energy funds and their managers during the lifecycle of the fund and across the capital structure. Our broad sector experience, which includes funds, investors, and infrastructure and energy operators and developers, informs our advice to clients. Institutional investors also come to us for guidance on investments in hundreds of infrastructure-focused funds, as do private equity sponsors raising dedicated infrastructure funds. We work closely with other specialty groups to advise on the most cutting-edge, sector-defining transactions in the infrastructure space.

By the numbers:

• 20+ renewables, energy and infrastructure funds formed in last five years
• Nearly 500 infrastructure, energy and natural resource funds reviewed on behalf of more than 70 clients

How we can help: We work with clients at all stages, across a range of services and subsectors.

• Services: Fund formation and fund structure; Acquisitions, disposals and reorganizations; Control investments, minority investments, co-investments and joint ventures; Spin-off, split-off and carve-out transactions; IPOs, follow-on offerings and PIPEs; Credit facilities and investment-grade and high yield debt offerings; Restructurings, debt exchanges and liability management transactions; Finance packages, across senior, subordinated and bond; Structured finance transactions; Privatizations; Environmental and regulatory; International tax
• Subsectors: Digital infrastructure; Renewables and energy transition; Infrastructure services; Transportation and logistics; Social/Healthcare infrastructure

We see almost every significant real estate fund brought to market and have created a proprietary fund terms database that analyzes real estate fund features in real time. Having the most current market intelligence gives you an edge when we are structuring and negotiating your funds. We also work closely with our real estate investments & transactions lawyers, who handle some of the most complex and high-profile real estate deals worldwide. 

By the numbers:

• Advise on funds ranging from $50 million to more than $15 billion
• Launched 60 real estate funds in past five years
• Reviewed more than 300 real estate funds for institutional investors over same period

How we can help: Your business objectives drive our advice and we will always tell you what we think. Our experience with the strategies and product types below enables us to develop thoughtful and creative structures to achieve your goals.

• Strategies: Core; Core-plus; Value-add; Opportunistic; Fund of funds; REITS; Credit; Sector specific (e.g., multifamily, office, retail, industrial, hospitality, residential, farmland, timber, etc.); Non-U.S. (Europe, Asia, Latin America)
• Product Types: Closed-end; Open-end; Separate accounts; Funds of one; Co-investment funds; Programmatic joint ventures; Club deals; Bank collective trusts; Defined contribution; Retail products
  
   

Leading venture capital and growth equity firms, as well as newer firms gearing up for expansion, come to Ropes & Gray for our deep industry knowledge and experience designing funds of all sizes and structures. We have guided clients in forming venture capital and growth funds that range from under $100 million to over $5 billion. Our range of experience, familiarity with regulations applicable to both exempt and registered advisers, as well as data-driven knowledge of both venture capital and growth equity terms, provide an advantage in fund formation and negotiations with investors and help firms make strategic decisions for future success.  

By the numbers:

• 85+ venture capital and growth funds raised
• 1,200+ venture capital and growth funds reviewed

How we can help: We work with emerging and well-established venture capital and growth equity managers at all stages.

• Product Types: Closed-end funds; Evergreen funds; Crossover funds; Separately managed accounts and funds-of-one; Continuation vehicles; Side cars; Co-investment funds
• Services: Fund formation; Regulatory and compliance; Employee investment; Carry arrangements; Succession planning; Fund finance; Minority investments; Manager liquidity transactions

We advise institutional investors worldwide on their alternative investment activities. Our broad client base includes corporations, tax-exempt institutions (including endowments), pension funds, funds of funds, sovereign wealth funds, family offices and foundations. We review almost every significant fund brought to market across asset classes and are deeply knowledgeable about the special commercial, regulatory and tax concerns of different types of investors, with clients benefitting from the collaborative advice of colleagues across practice areas, including those in our alternative asset opportunities, derivatives, ERISA and tax practices, among others.

By the numbers:

• 5400+ fund investment transactions for more than 250 investors in the last six years
• Represent six of the ten largest sovereign wealth funds based on AUM

How we can help: We work with clients investing in a wide array of fund types across jurisdictions, including the United States, Canada, Africa, Brazil, China, Europe, Japan, India and Russia.

• Services: Primary fund investments; Funds-of-one and separately managed account arrangements; Seed investments and other strategic relationships; Joint ventures; Secondary investment purchases; Secondary sales of investments (single asset and multi-asset); Direct/Co-Investments; Derivatives matters; Advisory board representation; Internal compliance/policies and procedures; U.S. securities law, treasury and other regulatory filings; Adviser registration questions; Investment team spinouts  
• Breadth of Asset Class Experience: Buyout, Co-investment, CLO, Credit opportunities, Energy and natural resources funds, Funds-of-funds, Growth equity, Hedge, Infrastructure, Mezzanine, Real estate, Royalty, Secondaries, Special situations, Venture capital

With offices in Hong Kong, Shanghai, Tokyo, Seoul and Singapore, we advise many of the world’s premier global sponsors, major regionally-based private equity asset managers, and world’s largest sovereign wealth funds on all aspects of their Asia and global private investment fund formations and fund investments. If you have a multi-jurisdictional, cross-border matter, we offer a team with lawyers qualified in U.S., Hong Kong and English law. Our global investment funds practice covers all fund types and is recognized by Chambers Global, Chambers Asia-Pacific, Legal 500, IFLR1000 and China Business Law Journal, among others. In addition to fund formation, we guide clients on secondary transactions, direct investments, co-investments, special focus vehicles and regulatory matters.

By the numbers:

• 25+ sponsor-side clients in Asia
• 10 funds lawyers based in Asia
• 170 fund investment and co-investment transactions, totaling over $13 billion 

How we can help: We have deep experience across a range of fund types, including: Private equity; Primary and secondary; Co-invest; Buyout; Growth equity; Distressed investment; Venture capital; Mezzanine; Permanent capital; Fund of funds; Pledge; Infrastructure; Credit; Feeder; Real estate.

Our European private funds team provides market-leading advice to sponsors on structuring and forming closed and open-ended private funds, continuation vehicles, separate managed accounts and co-investments. We also advise major institutional investors, funds-of-funds, endowments and family offices on complex fund investments, anchor fund commitments and their participation in separate managed accounts, co-investments and continuation vehicles. The team is also very active for both sponsors and investors on GP-stakes and secondaries transactions.

Our London-based lawyers come from a diverse range of peer firms with experience working in London, New York, Luxembourg, Dublin and Paris, and is closely integrated with our funds regulation and funds tax teams globally. We offer a data-driven approach to market terms and current trends, which translates into pragmatic and commercial advice for our clients. The team and its partners are ranked by The Legal 500 UK, Chambers UK, IFLR, Law.com and Secondaries Investor Annual Survey. Clients note our breadth of support across fund types and fund deals, praising our ability to “effortlessly coordinate and communicate … which makes it possible to resource work and bring together expertise across various offices.”

By the numbers:

• €30 billion-plus closed into private funds since January 2021
• 40+ secondary funds formed in the past five years
• 22 dedicated funds and regulatory lawyers in London, supported by 8 Europe-based tax lawyers and the broader global private funds team
• 28% of London funds team is dual qualified (including France and Ireland)

How we can help: We provide a full-service private funds offering, based in Europe but globally orientated and intentionally covering the gambit of fund strategies and fund jurisdictions. We are focused on delivering you clear and practical advice, driven by your business objectives. Our broad experience across strategies, product types and sponsor and investor mandates enables us to deliver thoughtful and creative structures that achieve your goals.

• Strategies: Fund raising; Fund structuring; Marketing; Investor negotiations; Ongoing compliance issues; Joint ventures; Co-investments; Management spinouts; Restructurings; Structured secondaries; Continuation funds and other limited partner work and across buyout, growth, venture, credit and special situations, real assets, infrastructure, healthcare and technology
• Product Types: Closed-ended; Open-ended; Co-Investments; Separate Managed Accounts; Funds-of-one; Programmatic JVs; Continuation funds; Club-deals; Semi-retail products