Sadis & Goldberg’s Private Equity Group is experienced in all aspects of structuring and bringing to market a wide variety of private equity and venture capital funds, including many unique and innovative “hybrid” funds. We routinely represent funds and managers operating in a broad array of asset classes and industries, including healthcare, media, software, insurance, biotechnology, real estate, cannabis, communications, oil and gas, gaming, leisure, entertainment, renewable energy credits, fintech, alternative finance and water rights. We also have diverse international experience, and have formed private equity funds and/or advised clients in connection with private equity investments in Ukraine, China, India, Ireland, Greece, Luxembourg, Japan, Switzerland, Austria, Israel, Singapore, Australia, Canada, Jersey, Isle of Man, Mauritius, Central America, British Virgin Islands, Guernsey, Cayman Islands and Bermuda.
On the fund formation side, our private equity and venture capital attorneys regularly perform the following:
- Advise clients as to the ownership structure of the fund and its management entities;
- Prepare and file necessary documents to form the entities in the fund structure and authorize such entities to do business in applicable jurisdictions;
- Prepare offering and governing documents for private equity and venture capital funds;
- Advise on cross-border distribution, regulation and tax issues;
- Counsel on taxation matters and tax-efficient structuring with respect to the fund and its management entities and compensation of the principals;
- Review and negotiate agreements related to seed investments and/or founders class;
- Review and negotiate side letters and joint ventures;
- Advise on regulatory compliance matters applicable to the fund and its management entities; and
- Review fund marketing materials.
In addition to the foregoing, we routinely represent private equity and venture capital funds and their managers and principals in all aspects of the business, including transactional matters and portfolio company work. Our attorneys:
- Advise on mergers and acquisitions;
- Advise on stock or note purchase agreements and related warrants;
- Evaluate and advise on alternative investments, such as private investments in public equity (i.e., PIPEs);
- Review and negotiate employment agreements and non-competition agreements, “carried interest” and other compensation agreements;
- Advise on all aspects of regulatory compliance in connection with the fund’s transactions, including periodic and beneficial ownership
filings under applicable securities laws, treatment of confidential information, and other matters;
- Provide outside counsel to managers that do not yet have general counsel capability; and
- Counsel on all aspects of taxation related to transactions entered into by private equity and venture capital funds.
Our Private Equity Group uses an inter-disciplinary approach, and brings extensive experience in all required legal disciplines, including corporate and securities, tax, ERISA, and regulatory and compliance, and, if necessary, litigation.