The Bryan Cave Fund Formation Team has substantial experience advising sponsors on the formation and operation of U.S., European and offshore hedge, private equity, real estate and venture capital funds and other pooled investment vehicles. Our team assists investors, funds and their advisers with interrelated business and legal issues, including:

• Coordinating cross border fund structuring and planning, including U.S., European and other international tax-driven matters
• Counseling hedge funds, asset managers, venture capital and private equity firms, banks and their third-party platforms
• Preparing a full, tailored suite of integrated documents, including offering materials, partnership/LLC agreements and subscription documents
• Advising on current market terms, best practices and fund jurisdictions
• Designing and implementing fund management and adviser agreements
• Representing institutional investors in alternative investment activities
• Advising in relation to complex multi-jurisdictional regulations
• Negotiating with third-party service providers, including prime brokers and fund administrators
• Addressing and providing regulatory compliance, including all cross border matters:
  • Investment adviser registration and ongoing compliance
  • Fund establishment, capital raising and marketing across the U.S., Europe and elsewhere
  • Investment company rules and regulations
  • CFTC exemptions
  • AIFMD considerations
  • UK FCA compliance and regulation
• Counseling on operational matters, including:
  • Side letters/key investor negotiations
  • Performance reporting
  • Merger amendments, terminations and fund liquidation
  • Advising on customizing fund structure to its investment objectives

Client Investment Strategies and Asset Classes

We emphasize tailoring solutions for specific fund formation needs. Our fund clients invest in a wide array of industry sectors and asset classes using a variety of strategies.

Investment Strategies

• Majority equity investments/LBOs
• Seed to later-stage minority investments
• Traditional long/short public equities and debt
• Funds of funds
• Options and other derivative instruments
• Event driven and activist investments
• Structured products
• Specialty finance
• Quantitative methods/proprietary models

Asset Classes

• U.S., European and foreign equities and debt instruments
• Equity-related options and other derivatives
• Non-public equity investments, including PIPEs
• Credit and asset-backed instruments
• Structured notes/finance products
• ETFs and other stock funds
• Distressed securities
• Convertible securities and other forms of arbitrage
• Small-cap/micro-cap stocks
• Emerging and other global markets
• Special situations

Industry Sectors

• Technology and telecommunications
• Life sciences
• Social media and digital marketing
• Energy, natural resources and precious metals
• Clean tech
• Real estate and hospitality
• Banking and financial institutions
• Healthcare
• Manufacturing and distribution

Fund Structure, Operations and Regulatory Compliance

Our team advises on fund structuring and planning, best practices, regulatory compliance relating to fund formation and capital raising, and preparing fund documents. Our work extends to manager and adviser compensation, distribution waterfalls and allocations, ERISA and other tax matters. We also advise clients on federal and state regulations impacting fund operations, including investment adviser registration and ongoing compliance and marketing of fund interests.