Private Investment Funds

Winston represents fund sponsors in the structuring and formation of private investment funds in nearly all strategies. Our team includes attorneys nationwide who have extensive knowledge of the full range of issues involved in fund formation and ongoing operational and compliance matters, and unique perspectives on the current fundraising climate and market terms. Additionally, our experience representing both sponsors and institutional investor clients provides our team with the ability to understand issues of focus for investors and gives us an edge in crafting solutions that work for all fund partners.

Our attorneys also have extensive experience working with Small Business Investment Companies (SBICs). We work with funds through the formation, offering, operations and investments, and wind-down stages. In addition, we counsel funds seeking SBIC licenses throughout the entire licensing process and advise them on SBIC regulatory compliance matters throughout their lifecycles. We also represent limited partners making investments into SBIC funds. SBICs serve a vital role in today’s economy by providing essential equity and loan financing to both new and established small businesses.

We review annually a significant number of fund investments for institutional investors, including the review, negotiation, diligence and structuring of such investments. Our attorneys regularly advise institutional investors on market terms and relevant securities, tax, partnership, fiduciary, ERISA, and documentation issues. Our diligence with respect to private fund documentation typically includes the review and negotiation of limited partnership agreements, side letters, fund management agreements and related agreements.

We counsel private funds, investment advisers, investment companies and separately managed accounts on structuring, organization, distribution, and SEC regulatory issues, including responses to SEC examinations.

We regularly advise clients on the establishment of new advisory businesses (including formation and registration with appropriate regulatory authorities), development of compliance policies and procedures and performing compliance reviews.

We provide ongoing regulatory advice with respect to, and innovative solutions to issues arising under, among others, the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act, ERISA, tax, and broker-dealer/FINRA regulations.

We have represented institutional investors and managers as both purchasers and sellers in secondary market transactions. We have worked on numerous transactions ranging in size from the purchase or sale of a single private fund interest to the sale of several hundred fund interests. We work closely with clients through each phase of the secondary transaction process, from auction processes, purchase and sale negotiations, transfer documentation and discussions with fund general partners, and finally assisting with the coordination of closing. In addition, we represent our private equity fund sponsor clients in connection with negotiation of fund transfer documentation related to transfers by their limited partners.

Winston represents sponsor clients on fund restructurings, tender offers, single-asset funds, continuation vehicles, and other GP-led liquidity transactions. We have also represented new and existing limited partners in their review of hundreds of GP-led liquidity transactions. Our work with sponsors encompasses all stages of a GP-led secondary transaction, including initial structuring and development of deal terms, preparation of documents and negotiations with existing and secondary investors, and management of the consent and election process.

We regularly represent clients in connection with their co-investment programs and the negotiation of investment documentation with deal sponsors. We have also worked with lead sponsors on structuring and negotiating co-investment arrangements. The depth of our experience on both sides of these transactions has provided us with a unique view on key topics, including issues related to minority investor rights, due diligence on targets companies, and reporting and access to information.

We have represented numerous clients in connection with their investments as lead or anchor investor in a private equity fund including, special rights with respect to governance, carry, management and other fees and successor funds, among other terms. Our familiarity with these matters allows us to efficiently review management company and general partner agreements to ensure that our client’s rights are protected. We also represent fund sponsors in their negotiations with lead and anchor investors so have a clear view of the market from both the investor and sponsor side.

Special circumstances in which we assist clients include key person or employee departures, permanent capital vehicles, liquidity solutions, employment litigation and arbitration, sponsor separations and breakups, defaulting limited partners, investor regulatory issues, sponsor replacements by investors, internal investigations and reorganizations, and going public matters.

Winston is involved in the establishment and operation of private investment funds that invest primarily in digital assets or with a broad range of investment strategies that use cryptocurrencies to complement or enhance their portfolios, including event-driven, merger, arbitrage, credit, managed futures, global macro, fund of funds, and multi-manager strategies, among others. We also provide counsel to managers and advisers of all types of offshore private funds and other non-U.S. trading vehicles, in all the primary offshore tax neutral jurisdictions, such as the Cayman Islands, Bermuda, the British Virgin Islands, the Bahamas, and Ireland.

We counsel fund sponsors on the full range of issues involved in raising a private investment fund, including the state of the market for fund structuring and investor terms, SEC regulatory compliance, taxation, investor-related regulatory matters, and other related fundraising issues. Our broad experience also enables us to advise sponsors with respect to both ordinary course operational issues and special circumstances that occur in the private fund industry. As part of our ordinary course representation, we assist clients with SEC regulations, including Investment Advisers Act compliance, employment arrangements, cross-border and other tax planning matters, and issues related to ERISA.

Winston serves as the primary legal counsel to more than 200 venture capital fund managers. As we have one of the most active venture capital fund practices among major law firms, we are uniquely positioned to understand the latest market trends for venture capital funds, which allows us to advise our clients on terms that are market for their respective fund(s)’ size, type, and vintage, as well as market terms for agreements entered into in connection with our clients’ businesses and investments. A large and growing client base gives us the opportunity to work on a wide range of funds and transactions and has enabled us to build a team of legal professionals with deep knowledge of the venture capital industry.  

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