Practice Groups
Financial Services
Drawing upon the collective experience of our corporate, securities and tax attorneys, Sadis & Goldberg's Financial Services Group is widely recognized for providing skilled legal guidance to a variety of clients across diverse areas - such as private investment funds (hedge funds, private equity and venture capital), investment adviser and broker-dealer representation, and other types of private investments. Because of our extensive experience representing the financial community, we offer significant economies of scale and can respond to most legal issues quickly and cost-effectively.
Our service portfolio includes the organization of new banks and stock insurance companies, mergers and acquisitions, and integrated bank and insurance companies. We manage secured and asset-based lending transactions for many clients, and represent clients in various aspects of domestic and international secured and unsecured lending. We also represent mezzanine lenders and venture capital firms in structuring and restructuring debt and equity for new ventures.
Private Investment Funds
The Financial Services Group provides legal assistance to both domestic and offshore private investment funds in the alternative investment arena (e.g. hedge funds, venture capital funds, commodity pools and group trusts), regarding the structure and formation of new funds, as well as the reorganization and restructuring of existing funds. We have structured and organized a wide variety of funds such as long/short funds, global macro funds, emerging market funds, risk arbitrage funds, convertible arbitrage funds, high yield bond funds, distressed debt funds, bank debt funds, country funds (e.g. Ukraine), sector specific funds (e.g. technology, Internet, health care, biotechnology), fund of funds and multi-manager funds. We skillfully draft confidential private placement memoranda, limited partnership agreements, operating agreements, subscription document booklets, blue sky filings and other necessary documents. We also advise and prepare agreements documenting the relationship among fund managers.
Venture Capital Investment
We have extensive experience representing venture capital funds, portfolio companies receiving venture capital and investors in venture capital transactions. We assist corporate and angel investors in conducting due diligence of portfolio companies, guiding them through both legal and business concerns. Transactions range from early stage seed rounds through late stage venture rounds involving the issuance of preferred stock, convertible debt instruments, warrants, and secured and unsecured bridge debt.
Investment Advisory Representation
We advise clients as to the initial registration and notice filing requirements under both federal and state laws, as well as ongoing compliance and other issues relating to the operation of their business, including advice concerning investment advisory agreements, record-keeping, engaging in soft dollar transactions, principal and agency transactions, sub-advisory arrangements, allocation practices, insider trading policies and employment matters. We often guide clients through contract negotiations with retail and institutional investors, custodians, brokerage firms and solicitors.
Alternative Investment Due Diligence Platform
With the recent magnitude of fraud among hedge funds and other investment vehicles, investors are more aware than ever of the need to conduct thorough and independent due diligence. To protect their investments, investors must be proactive and verify the reliability of statements made by fund managers about operations, strategy, background and performance.
Whether an investor has already made an investment or is considering making an investment, we perform the necessary due diligence on all facets of a fund's operations, management and investment strategy. The core of our due diligence practice focuses on three primary areas of due diligence review: legal, accounting and/or administrative & operational.
Legal
Our legal expertise gained from reviewing and drafting thousands of fund agreements enables us to precisely identify any shortcomings and problem areas in all types of fund agreements and documents. We prepare and issue an analysis of each of the agreements we review, which include (but are not limited to):
- The private placement memorandum for onshore and offshore investments
- Limited partnership agreement
- Subscription documents
- Separately managed account agreements
- Operating agreements
- Investment management agreements
- Third-party marketing agreements
Accounting, Administrative & Operational Review
As part of our accounting and administrative & operational review of a fund, we evaluate and confirm its investments by conducting retrospective and/or prospective asset verification. We contact the custodian, brokers, administrators and auditors of a fund to confirm the NAV calculation method, the balance of the account and more. This portion of our review also includes our assessment of the service providers used by the fund.
Based on our extensive dealings with fund service providers, we can determine whether certain service providers pose a level of risk to a fund and/or a fund's investor. We provide the investor with our assessment of this risk level and guide them through various alternatives in the event the risk is deemed "high." In addition to interviewing the service providers individually, we collect information from them to analyze the history of the fund's relationships with its service providers, looking at such areas as rate of turnover and relationship agreements. The service providers we review include, but are not limited to, the fund's:
- Auditor
- Administrator
- Accountant
- Prime broker
- Custodian
- Other brokers
- Other banks
- Law firms
- Equipment leasing companies
- Landlords
- Board of directors
Depending on the investor's needs, we can visit a fund's principal place of business to perform a comprehensive review of their books and records, office space and equipment, staffing, and other relevant items. We also recommend performing a conflicts of interest review, which consists of several items, including a comparison of the fund's responses to a due diligence questionnaire (which we provide) to the fund's offering and marketing documents.
Life Settlements
Sadis & Goldberg LLP provides a comprehensive range of legal services to participants to the Life Settlements market. These legal services include corporate finance and securities, regulatory, litigation and taxation. We counsel clients in relation to all aspects of the Life Settlements market, including life settlement policies, synthetic products such as swaps and structured notes, and premium finance. We advise participants across the board in the industry -- life settlement brokers and providers, managers and investors in domestic and international funds investing in life settlements and other life contingent assets -- in structuring, negotiating and executing the legal documentation necessary to achieve a successful transaction.
Our lawyers have obtained a comprehensive understanding of the Life Settlements market and its many unique aspects through participation in industry organizations and speaking at conferences both in the U.S. and abroad. Our practice group is represented on the Tax Committee of the Life Settlements Association (LISA), whose message we have presented to numerous Congressional staff members.
A vital component of our services is the structuring of cross-border life settlement investment funds, using all types of life contingent assets, and whose investors are from all over the globe. We work with leading advisors and services providers in the primary European Union venues for forming such funds and in qualifying such funds for the optimal tax results under U.S. Federal income tax principles and other tax rules.