Andrews Kurth assists private investment fund managers and advisers with all aspects of their activities, including organizing and structuring the fund, deploying the fund’s capital, and complying with the evolving slate of federal and state regulations.

Forming and Structuring Private Investment Funds

Our attorneys have in-depth experience with all aspects of forming and structuring private investment funds, including hedge funds, venture capital funds and private equity funds. We have practitioners focusing in all of the areas of the law necessary to represent managers in forming funds, including tax, securities, corporate, bankruptcy and ERISA. We have been involved in all steps of private investment fund creation and organization, helping our clients structure U.S. funds and offshore funds, which either trade in tandem or through master-feeder structures. We also have substantial experience in representing economic sponsors who partner with management teams in the formation of private investment funds and in documenting the complicated relationships among the management team members and those economic sponsors.

Deploying Capital, Managing Investments and Exiting

After assisting managers in forming their private investment funds, we then represent those funds in the deployment of their capital. We have substantial and diverse experience with all types of investments, including venture capital investments, control position investments, leveraged buyouts, recapitalizations and PIPE (private investment and public equity) transactions; in each case across numerous industry sectors, including technology, energy, healthcare and real estate.

We bring to bear deep experience in the complex legal issues faced by funds and their designees in organizing and capitalizing portfolio companies, whether formed as corporations or flow-through entities, including executing multiple rounds of investment. Our M&A, private placement, public offering, fiduciary and tax experience are valuable resources for our fund clients in planning and executing prudent governance mechanisms and successful exit strategies.

Ensuring Regulatory Compliance

We have in-depth knowledge and experience with the complex regulatory environment in which investment funds operate – not only the 1940 Investment Company and Investment Adviser Acts, but also the Securities Act of 1933, the Securities Exchange Act of 1934, the Internal Revenue Code and applicable ERISA requirements.

Navigating Exemption or Registration Under the Investment Advisers Act

We represent a number of investment advisers, both unregistered and registered under the Investment Advisers Act of 1940. Whether our investment adviser clients advise hedge funds, private equity funds or individual investors, we are capable of assisting them in determining whether an exemption from registration exists or, alternatively, in the registration process.

Handling Audits and Examinations

We assist our clients in complying with the numerous federal and state regulations governing investment advisers. Our advice to clients includes matters relating to disclosure requirements and SEC filing obligations. If our clients receive a notice of examination or audit, we assist them in preparing all document submissions and provide representation in administrative actions.

Staying Ahead as Laws and Regulations Change

Because many of the regulations applicable to private investment funds and their managers are new, and because investment funds remain subject to close regulatory scrutiny, it is likely that applicable laws and regulations will continue to change. Andrews Kurth is well positioned to provide continuing advice in this complicated area of the law for our clients.