Private Funds

Dechert's highly ranked private funds practice is recognized for its:

-- Breadth: We advise more than 700 private funds and their fund management groups representing the full range of fund types, strategies and asset classes.

-- Depth: Our private fund lawyers are leading specialists in private fund formation and closely collaborate with Dechert lawyers across our international offices focusing on tax, regulatory, and other related disciplines.

-- Global Reach: We are well positioned to represent large, medium-sized, and boutique fund managers seeking to establish both regional and global footprints, and we leverage our cross-border and international capabilities in both developed and emerging markets.

We advise clients on the formation of the full range of private investment funds, both open- and closed-ended, utilizing all asset classes and strategies, including:

- private equity funds;

- hedge and other alternative strategy funds;

- real estate funds;

- debt funds;

- mezzanine funds;

- commodity funds;

- futures and options funds;

- multi manager funds and funds of funds; and

- the new generation of hybrid funds.

We are also closely involved in the new generation of institutional investment pools, including segregated account solutions for large investors.

Our private fund lawyers represent private funds and their managers on a variety of transactions, ranging from advising start-up managers operating a limited number of strategies to representing publicly traded global financial institutions and their affiliates, all of which are engaged in a variety of financial services activities and manage a broad range of products and strategies. We also have extensive experience advising managers who wish to develop their strategies within more retail-based vehicles, including exchange traded funds and UCITS.

Our private funds lawyers have a deep knowledge and solid command of the critical issues that surface in the formation of new private funds and the restructuring of existing funds, including those pertaining to structuring, disclosure, reporting obligations, regulatory compliance, and taxation. Working in a highly collaborative atmosphere, we ensure that each client benefits from the experience of our interdisciplinary private fund team as the client's business grows and evolves.

Our lawyers operate in offices throughout the United States, London, Continental Europe (including Brussels, Luxembourg, Moscow, Munich, and Paris), and Asia (Hong Kong and Beijing).

We have a deep understanding of the practices and laws that govern each local market. In addition, we represent funds investing in diverse markets, including the U.S., Western and Eastern Europe, Africa, Asia, Latin America, and the Middle East, among others. In countries where Dechert does not have an office, we maintain a network of relationships with trusted law firms to provide our clients with the representation that best meets the scope and complexity of their legal needs.

A Highly Ranked Practice
Dechert's private funds group has been recognized by leading publications as one of the top private funds practices in the U.S., Europe, and Asia. Private Equity Analyst has consistently recognized Dechert as one of the "most active law firms" based on the number of private equity and venture capital funds structured and closed, and our lawyers have been top ranked for private equity fund formation by Chambers USA and The Legal 500 (U.S.).

Our hedge fund and alternative asset and strategy practice was rated as one of the top three onshore legal counsel globally serving hedge funds by CogentHedge, and The American Lawyer identified Dechert as one of a small group of law firms "dominating" the hedge fund industry. In addition, Chambers UK, Chambers USA, and Chambers Global and both The Legal 500 (UK) and The Legal 500 (U.S.) have all recognized Dechert as a leading law firm for hedge funds.

Our investment funds practice has also been recognized worldwide. Chambers USA, Chambers Asia Pacific, and Chambers Europe as well as The UK Legal 500, Europe, Middle East, and Africa Legal 500, and Asia Pacific Legal 500 have ranked Dechert as a top law firm for investment funds. Practical Law Company has also recognized Dechert as a leading law firm for Investment Funds.

A Broad Practice
Our private funds group has extensive experience structuring private equity, hedge and other domestic and offshore funds across various asset classes, including:

-- leveraged buyout, venture capital, emerging market, mezzanine securities, distressed debt, bank loans, middle market loans, real estate equity and debt, and collateralized debt and loan obligations (CDOs and CLOs); and

-- hedge and alternative investment funds, including long/short equity funds, fixed income hedge funds, relative value funds, statistical arbitrage funds, global macro funds, secondary funds, funds of funds, activist hedge funds, and commodity pools.

We advise hedge and alternative asset/strategy funds that engage in private equity/activist strategies through the use of tailored fund structures such as side pocket funds, hybrid funds, and co-investment funds, and we represent private equity firms in establishing hedge/alternative asset/strategy fund arms.

We also advise fund sponsors and managers on the formation of real estate funds and REITs, acquisitions of REITs and real estate assets by funds, and capital-raising transactions.

We help clients consider the merits of a variety of fund structures, including onshore and offshore limited partnerships, limited liability companies, SBICs, variable capital companies (ICVCs, SICAVs, SICAFs, etc.), corporations, collective trusts, unit trusts, segregated cell companies, contractual funds (FCPs, CCFs), and other European domestic fund structures, including OPCVM Aria and contractual funds in France. We also regularly advise private fund sponsors looking to diversify into more regulated structures such as UCITS and BDC vehicles.

We also devise innovative structures that give clients the flexibility to access assets and new investors that might otherwise be unavailable to them. We have assisted clients in developing a variety of structures to accommodate seed capital investments from early stage investors. For a number of years, we have sponsored and written articles for the ISI publications "How to Start and Grow a Successful Hedge Fund in the US," "Starting a Hedge Fund (a European Perspective)," and "The Capital Guide to Funds of Funds."

We approach each private fund assignment with an interdisciplinary team, working seamlessly with lawyers in our regulatory, tax, and ERISA groups who focus their practices on the private fund industry.

Regulatory Counsel

Today's regulatory climate calls for greater sophistication than ever before when it comes to anticipating the impact of regulatory developments on fund formation. Our team includes former senior officials and staff members of the U.S. Securities and Exchange Commission (SEC) as well as former regulators from the Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), and the United Kingdom's Financial Services Authority (FSA). We also have a strong regulatory practice and good working relationships with regulators in the U.S. as well as with the FSA, the CSSF in Luxembourg, and the Hong Kong Securities and Futures Commission (HKSFC).

We counsel clients on day-to-day portfolio management with respect to issues that arise under the Investment Advisers Act of 1940, including advice with respect to performance and advertising issues, distribution and revenue sharing arrangements, performance fees, and other compliance matters such as brokerage and portfolio trading practices and pricing and liquidity of portfolio positions. Our lawyers also advise our broker dealer clients with respect to privacy and order handling rules, sales practice and advertising rules and numerous other matters relevant to broker dealers.

Tax Guidance

As the tax consequences related to even the most favorable jurisdictions become more complex, the skills of Dechert's private fund tax lawyers become increasingly critical. Our lawyers are immersed in domestic and international private fund formation techniques and vehicles and advise clients on the benefits of each jurisdiction and structure, including:

-- tax issues that confront investors in U.S., European, and Asian sponsored funds;

-- optimal tax structures for non-U.S. managers seeking to attract U.S. investment;

-- specialized tax structuring for investors in particular jurisdictions and asset classes;

-- downstream structuring to minimize withholding and other taxes in investment jurisdictions;

-- tax efficient manager remuneration (including carried interests); and

-- tax efficient exit planning for realization of investments.

ERISA Advice

Our ERISA lawyers focus on investment management-related pension fund law, with extensive experience in designing and advising private funds to operate using alternative investment strategies, and in structuring fund investments and portfolio transactions for funds with significant participation by retirement investors.

Unparalleled Depth
Market Knowledge

Dechert advises institutional and corporate investors in reviewing their proposed investments in the full range of private funds, including all types of private equity funds, hedge funds, and real estate funds. We have significant experience negotiating investment terms and documentation. We closely follow evolving market trends, including changing liquidity provisions and fee arrangements.

Over the last several years, we have represented investors in negotiations with numerous leveraged buyout, venture capital, mezzanine and distressed debt funds, hedge funds, hybrid funds, fund of funds, and real estate funds ranging in size from $150 million to over $10 billion. Our institutional clients include the large private retirement trusts or pension plans of several Fortune 500 / FSTE 100 companies; several of the largest charitable foundations in the U.S., Europe, and Asia, each with several billion dollars in assets; and various large fund of funds groups.

Related Disciplines
Extending beyond the services of our private funds group, we have specialists in various practice areas that assist private funds clients.

-- Our corporate and capital markets lawyers regularly structure a broad range of public and private acquisition, exit and financing transactions for our private fund clients, including the acquisition and disposition of operating companies, mezzanine debt investments, public market offerings and PIPE and SPAC transactions.

-- Our fund lawyers working with registered and retail funds (including UCITS funds) assist private fund managers in moving into a registered type of product and counsel managers of unregulated products with respect to their ability to accept investments from registered funds.

-- Our securitization lawyers evaluate investments in distressed and impaired asset-backed securities and advise managers in structuring and launching asset securitization vehicles.

-- Our litigators recover assets in numerous countries to realize value on defaulted sovereign securities instigated by the SEC, FSA, and other regulatory bodies.

-- Our enforcement lawyers counsel on regulatory inquiries and enforcement proceedings across multiple jurisdictions.

-- Our intellectual property lawyers help clients protect their trademarks and proprietary trading strategies.

-- Our structured debt lawyers evaluate purchases of various components of the capital stock and the sophisticated documentation related to those components.

-- Our real estate lawyers buy and sell real estate and represent lenders and borrowers in complex transactions.