Our Private Funds Practice provides sophisticated, solutions-oriented counsel to fund sponsors, investors and other key stakeholders in the private investment space. With a deep understanding of the regulatory, business and operational complexities that drive the private funds industry, our private funds attorneys work seamlessly across disciplines to deliver strategic advice targeted to meet our clients’ needs.
From fund formation and structuring to regulatory compliance and investor negotiations, we offer comprehensive legal services designed to support private fund sponsors and their investors through every stage of a fund’s life cycle. We are trusted advisors thanks to our extensive experience working with some of the nation’s largest and most prominent family offices, as well as entrepreneurs and other high-net-worth individuals.
Comprehensive Fund Formation & Structuring
Our team represents a diverse range of investment sponsors, including private equity, venture capital, real estate, infrastructure, private credit and hedge fund managers, among others, in launching and managing investment vehicles across asset classes and geographies. We provide end-to-end counsel on:
- Fund structuring and formation: Advising on legal and tax-efficient structures for domestic and offshore investment vehicles, including limited partnerships, limited liability companies, parallel funds, co-investment vehicles and alternative structures such as open-end and evergreen funds.
- Investor negotiations: Assisting fund managers in negotiating terms with a wide array of investors, including institutional investors, pension funds, endowments, family offices, high-net-worth individuals and offshore institutional investors.
- Regulatory compliance: Guiding clients through SEC, CFTC, FINRA and other regulatory requirements, including Investment Advisers Act compliance, private placement rules and exempt offering regulations.
- Economic and governance considerations: Advising on management and incentive structures, including carried interest arrangements, fee models and governance frameworks that align with market standards and investor expectations.
Venture Capital & Emerging Manager Support
A cornerstone of our practice is advising emerging managers and venture capital sponsors. We regularly work with first-time and spin-out sponsors to launch their own funds, offering guidance on fund formation strategy, operational considerations and fundraising best practices. We also assist venture capital firms and corporate venture capital units with regulatory compliance and portfolio investment strategies. Our deep experience in this space allows us to serve as strategic partners to the next generation of fund managers.
Regulatory & Compliance Advisory
Regulatory oversight of private funds continues to evolve, requiring fund managers to navigate an increasingly complex compliance landscape. Our team works closely with investment advisers to develop and implement compliance programs that align with SEC and other regulatory mandates. We assist clients with:
- SEC registration and ongoing compliance for investment advisers
- Exempt reporting adviser (ERA) status and related obligations
- Compliance with the Investment Company Act and Investment Advisers Act
- Marketing and fundraising compliance, including adherence to the SEC’s Marketing Rule
- Anti-money laundering (AML) and Know Your Customer (KYC) procedures
- Disclosures and compliance considerations related to fund-specific issues such as environmental, social and governance (ESG) matters, insurance, digital assets, and other thematic components.
Capital Deployment & Asset Management
Our Private Funds Practice provides strategic legal counsel on capital deployment and asset management, helping fund sponsors and investors navigate the complex regulatory landscape. In close collaboration with our M&A and emerging company/VC teams, we support clients in structuring and managing investments in a way that aligns with legal requirements and market realities. Our services include:
- Structuring capital deployment: Advising fund sponsors on structuring investments, acquisitions, and divestitures in accordance with securities laws, including the Investment Company Act and the Investment Advisers Act. We ensure that capital is deployed in a manner that minimizes legal risks while aligning with the fund’s goals.
- Navigating regulatory frameworks in investment strategies: Guiding clients on how to align capital deployment strategies with applicable legal requirements, helping ensure that investments, acquisitions, and other transactions are structured to meet both regulatory expectations and the fund’s financial objectives.
- M&A and venture capital transaction support: Working closely with our M&A and emerging company/VC teams, we assist in the negotiation and structuring of investments and portfolio transactions. We ensure these transactions are legally sound and consistent with the applicable regulatory framework.
- Investor relations and legal requirements: Supporting fund sponsors in managing investor relationships, ensuring that all capital deployment and asset management actions are transparent and legally consistent. We advise on how to communicate fund activities to investors in a way that adheres to relevant regulations and maintains investor trust.
By combining legal expertise in regulatory matters with strategic investment advice, we help our clients successfully deploy capital and manage assets while mitigating legal risks.
Investor Representation
Our private funds team also represents investors, including family offices, endowments, foundations and offshore institutional investors in connection with their private fund investments. Our attorneys conduct thorough due diligence, negotiate side letters and advisory agreements, and provide counsel on governance and fiduciary issues to help investors protect their interests.
Secondaries & GP-Led Transactions
As the secondary market for private fund interests continues to expand, our team advises both buyers and sellers on the legal and strategic aspects of secondary transactions, including:
- Traditional LP interest sales: Assisting limited partners in selling fund interests through structured sales, auctions and negotiated transactions.
- GP-led transactions: Advising general partners on continuation funds, strip sales and other liquidity solutions to maximize value for sponsors and investors.
- Fund recapitalizations and restructurings: Navigating complex fund restructurings to align the interests of existing and new investors.
Co-Investments & Direct Investments
Co-investment opportunities continue to be a key strategy for institutional investors seeking direct exposure to private markets. Our attorneys work with fund sponsors and investors on the structuring, negotiation and execution of co-investment deals, addressing governance, fiduciary and regulatory concerns while optimizing economic terms.
Why Choose Gould & Ratner?
With a team of experienced private funds attorneys, we bring a unique blend of legal acumen, industry insight and commercial sensibility to every matter. Our firm’s unique composition and history allows us to provide highly responsive, partner-led service while offering the depth and sophistication needed to handle complex fund-related matters.
We pride ourselves on our ability to navigate the evolving legal and regulatory environment with agility and precision, ensuring that our clients remain well-positioned for success. Whether you are launching a new investment vehicle, negotiating with institutional investors or managing ongoing compliance obligations, we are your trusted partner in the private funds industry.
