Stoel Rives provides comprehensive services to investment fund sponsors, managers, and general partners in connection with the formation and structuring of private equity, venture capital, buyouts, and hedge funds, including advising on and forming feeder funds, parallel funds, and other multi-fund structures. Our professionals also provide an extensive range of due diligence services to investors including institutions, public and private companies, and charitable organizations. Our expertise encompasses fund formation and securities offerings, regulatory compliance, tax planning, and investor relations. We work closely with investment advisers, fund managers, investment consultants, institutional investors, and family offices in offering strategic guidance to ensure compliance with evolving regulatory frameworks and to optimize fund investment analysis and selection, and ongoing operational matters regarding fund portfolio acquisitions and dispositions.
Summary of Key Services
Fund Formation & Structures
- Private equity, venture capital, buyout, and hedge funds
- Feeder, parallel, multi-fund and offshore structuring
- Fee and compensation strategies
- Mergers and reorganizations of investment advisors or funds and deregistration of funds
Regulatory Compliance
- Strategic insights on current and likely future regulatory issues, especially in multi-jurisdictional contexts
- Provide guidance on SEC registration, reporting, and disclosures and Investment Company Act and Investment Advisers Act requirements and exemptions
- Assist in the review of compliance programs and procedures, including independent board functions and selection of independent directors.
- Obtain no-action and interpretative letters from SEC, IRS, and state agencies
- Advise on communications and record-keeping; securities transactions by fund personnel; applicability of anti-fraud provisions of U.S. securities laws; foreign custody of investment company assets; “look through” of repurchase agreements; “voting trust” determinations under the Investment Company Act; and ESG reporting requirements and determinations
Investor Relations & Transactions
- Manage partnership and fund agreements
- Facilitate fund investment offerings
- Negotiate investor rights
Tax & Financial Planning
- Tax-efficient fund structuring
- ERISA and CFTC registrations
- Set up or advise regarding procedures
Specialized Business Services
- Assist in employment agreements, intellectual property matters, and litigation
- Analyze fund complexes and counsel investors regarding mitigating risks and expenses, including fees, tax status protection, and side letters
- Strategize for asset transactions and exit plans
- Represent clients during SEC examinations and other regulatory inquiries
- Advise on fund investments, including asset acquisitions and dispositions and joint ventures
