With fully integrated corporate, securities, finance, investment management, regulatory and tax practices, Dechert offers the reach, resources and experience to deliver commercial solutions for asset managers executing a global permanent capital strategy.
Our multidisciplinary team represents the full range of alternative investment platforms, investment management companies, including business development companies (BDCs), closed-end funds, real estate investment trusts (REITs) and other permanent capital vehicles, as well as financial intermediaries serving such firms. In the United States, Dechert’s experience with BDCs dates back more than 30 years to the 1980 legislation that established BDCs and exempted them from some of the 1940 Act’s more onerous provisions.
As part of a global law firm with offices throughout the United States, Europe, Asia and the Middle East, Dechert’s permanent capital practice provides comprehensive services to fund, advisory firm and financial intermediary clients wherever they do business.
With more than 190 financial services lawyers globally, Dechert is a leading adviser to financial services firms, asset managers and investment funds. Dechert represents clients ranging from small start-up and boutique operations to some of the largest financial institutions in the world.
Our lawyers, many of whom have prior experience as in-house counsel or as regulators, advise registered U.S. funds and BDCs, and their boards of directors/trustees on a wide range of matters relating to fund formation, reorganizations, and mergers and acquisitions. We frequently advise clients regarding compliance and governance matters under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934 and applicable state law. We also assist fund clients with issues arising under the Investment Advisers Act of 1940, SEC examinations and corporate control matters, including proxy contest defense.
In addition, we regularly advise clients on the legal and regulatory aspects of – and provide execution assistance on – specialized derivatives for leveraging, de-leveraging and hedging purposes, including interest rate, currency, credit and commodities derivatives and related structured transactions, products and vehicles. We are fully conversant with issues arising under the U.S. Commodities Futures Trading Act, swap dealer regulation and international derivatives regulation. Our clients include numerous global financial institutions in this area.
Recognized as thought leaders on the legal and regulatory issues impacting investment advisers in the United States and abroad, Dechert lawyers represent the full spectrum of advisory firms, providing comprehensive advice throughout the business lifecycle on all aspects of organization, registration and regulatory compliance matters.
Global Fund Distribution
We provide a comprehensive range of tailored solutions supporting the cross-border distribution of collective investment schemes, including European undertakings for collective investment in transferable securities (UCITS), U.S. mutual funds, closed-end investment funds, private debt and equity funds, exchange-traded funds (ETFs) and hybrid “master-feeder” fund structures. Dechert represents many U.S. closed-end funds organized to invest in other countries, including our representation of “country funds,” which dates back to the successful initial public offering in 1981 of shares of The Mexico Fund, Inc., which we continue to represent.
We are skilled at achieving our clients’ business objectives in cross-border and third-party distribution while maintaining regulatory compliance. Through our non-U.S. offices and our global network of correspondent firms, we provide or coordinate advice on the global marketing and sales of investment funds in more than 90 jurisdictions.
Dechert handles fund formation across all major asset classes, domiciles and structures, with a focus on tax efficiency and commercial terms for the benefit of fund sponsors, investors and financial intermediaries. We advise sponsors in both formation and ongoing operational matters, with a full complement of U.S. and foreign securities and tax expertise. Dechert’s team also advises on the establishment of private funds in the U.S. and in other jurisdictions, and on listed offshore funds.
Our lawyers work extensively with some of the largest financial services organizations in the world on ERISA fiduciary and other issues that arise in business transactions. In addition, our lawyers handle ERISA issues and projects for investment advisers and fund complexes and provide substantial ERISA advice to sponsors of alternative investment products.
BDCs, and other closed-end fund clients as well as underwriters, brokers and bank and non-bank financial institutions rely on Dechert to handle their capital markets transactions, including initial public and follow-on offerings of common and preferred stock, public note offerings and offerings of convertible, exchangeable and equity-linked products. We are leaders in fund formation, private placements, and initial public offerings of listed, unlisted and “private” BDCs.
In addition, we have a proven track record of advising clients on creative, sophisticated transactions to access assets that might otherwise be unavailable, and do so in a flexible, commercially practicable manner. For example, we advised the underwriters on the first preferred stock offering by a BDC and the first closed-end fund “structured equity shelf” offering (which permit closed-end funds trading on a national securities exchange to offer shares continuously).
We also have experience with a range of securities offerings, including offerings of subscription rights, interval funds and managed distribution plans. In addition, we have advised on liability management transactions, including exchange offers, tender offers and tender option bond programs.
Mergers and Acquisitions
As low interest rates pressure asset yields, share prices hover at or below net asset value, and investor activism comes to the forefront, BDC boards and their investment advisers are increasingly considering acquisition and other consolidation strategies as well as reasonable defensive measures. With leading M&A and financial services practices, Dechert is attuned to the complex issues that BDCs and investment advisers must consider when in a control transaction, including traditional stock for stock mergers and acquisitions, asset transactions, exchanges, licenses and joint ventures.
Operating as an interdisciplinary team, we assist buyers, sellers, and advisers in navigating complex corporate governance issues, securities law implications, tax considerations, commercial ramifications and practical impediments to such transactions. Our deep industry expertise allows us to anticipate and resolve the industry and product-specific issues that inevitably arise. We structure deals in a commercial manner that achieves our clients’ business objectives and protects their interests.
Dechert lawyers are leading advisors on a wide range of finance transactions to permanent capital vehicles, including asset-based revolving credit facilities, term loan credit facilities, total return swaps, prime brokerage term facilities, structured repurchase agreements and variable funding notes, collateralized loan obligations (CLOs) and other structured finance products.
Our clients include:
- Borrowers, issuers, investment advisers, sponsors, and collateral managers
- Lenders, agents and trustees, including investment and commercial banks
- Investors, including hedge funds, credit opportunity funds, private equity funds and other specialized fund entities.
We offer clients comprehensive, practical and business-oriented advice that leverages our regulatory, finance, fund formation, risk retention and tax expertise.
Dechert has a long history of serving as outside general counsel to BDCs and other alternative investment and investment management vehicles in a range of corporate and securities matters, including addressing directors’ and advisers’ obligations under the securities laws, state law, and stock exchange rules.
We also advise clients and their boards on corporate governance matters, including issues related to the 1940 Act, shareholder relations, institutional shareholder voting policies, insider-trading policies and plans, cybersecurity, privacy issues, codes of ethics and conduct, and equity and non-equity compensation arrangements.
International and Domestic Tax
Dechert provides extensive counseling on tax issues related to structuring and developing new registered and private funds and products, disclosure, ongoing tax compliance (including under Subchapter M of the Internal Revenue Code) and on the taxation of financial products.
Our lawyers advise on complex tax issues that confront BDCs, open and closed-end funds, ETFs, variable insurance funds and other alternative investment funds, as well as their investment advisers and boards of directors/trustees. Our extensive tax experience helps to ensure that we provide innovative solutions to the marketplace’s changing requirements and demands.
Restructuring and Distressed Debt
As the credit cycle matures, BDCs and other permanent capital vehicles are likely to find themselves with more non-performing loans and increasing default rates in their portfolios. While these funds will share many of the goals of other institutions that hold stressed or distressed portfolio debt and equity securities, including a desire to maximize recoveries in an expeditious manner, the unique regulatory and commercial characteristics of permanent capital vehicles create particular issues and concerns.
We provide advice regarding these issues and other areas of concern and are well equipped to drive restructuring and liability management portfolio transactions to a successful conclusion. We also focus on broader restructuring and liability management issues as they apply to permanent capital vehicles.