Dentons regularly represents fund sponsors and managers globally through its offices around the world in the formation and operation of private investment funds across a wide variety of investment strategies, including private equity, growth, venture, real estate, infrastructure, private credit and structured finance. We advise institutional investors, investment banks, family office platforms and university endowments on their fund investments, “secondaries” and co-investments with some of the most prominent investment funds in the world.

Funds and their managers are facing an array of regulatory demands such as the SEC’s recently adopted Final Rules regarding private fund advisers and the Corporate Transparency Act, as well as other increased pressures from investors, politicians and lawmakers as market terms for such vehicles continue to evolve at a fast pace. At Dentons, our U.S. and global funds team has helped to structure, restructure and advise sponsors of some of the most sophisticated and innovative private funds worldwide, whether closed-end or open-end, or structured as a commingled fund, “fund of one”, separately managed account or otherwise. We leverage our extensive body of market experience and the sophisticated knowledge of our securities, regulatory, tax and ERISA practitioners to develop bespoke and efficient structures at the fund, management company and general partner levels that ensure regulatory as well as domestic and cross-border tax compliance with the mandates of multiple jurisdictions and regulatory regimes, mitigate risk, and provide for effective management compensation arrangements. Our lawyers bring decades of experience, including in-house with global private fund managers and considerable prior service with the SEC, providing depth as well as practical solutions to a wide variety of private fund matters.

Our clients look to us and our Law360 award-winning private funds practice for guidance on:

• Market terms for fundraising and fund formation, including permanent capital or “evergreen” fund structures
• Carried interest plans and other compensation arrangements
• Tax efficient structuring of funds and their underlying investments
• Securities law and ERISA expertise
• Cross-border capabilities all within Dentons’ “one firm” global approach
• Counseling regarding conflicts of interest and corporate governance matters
• Investment Advisers Act matters, including registration and ongoing compliance obligations, and Investment Company Act compliance

We also regularly represent other fund market participants, including family offices, fund-of-funds, pension plans and high net worth limited partners, on all aspects of the fund lifecycle in a range of fund-related transactions.

With considerable experience in energy trading, infrastructure, derivatives and structured products (including asset-backed and mortgage-backed securities), and the industries in which funds invest, our lawyers are uniquely qualified to develop fund structures that accommodate these innovative, complex products. We provide guidance on capital-raising, corporate governance, securities and financial services regulatory compliance (including the US SEC, UK FSA, French AMF, EU, central banks and local regulators in the Middle East and Canada), portfolio investments and relationships with placement agents and advisors.

As a truly global practice, working with Dentons colleagues in key jurisdictions such as the United Kingdom, Luxembourg, Germany, Canada, India, U.A.E., Saudi Arabia, Hong Kong, Singapore, Mexico, the Cayman Islands, BVI and Mauritius, we also advise fund managers on their regulatory obligations around the world.

More About Fund Formation and Compliance

Hedge Funds
Investment Advisors
Investment Companies
Real Estate Funds
Real Estate Investment Trusts (REITs)

Insights

New Government Reporting Under CTA

August 23, 2024

United States: By January 1, 2025, all entities that were formed before January 1, 2024, that are considered a “reporting company” under the Corporate Transparency Act (CTA), must file a beneficial ownership report (BOI Report) with the Financial Crimes Enforcement Network of the US Department of the Treasury.

Fifth Circuit Decision to Vacate SEC Private Fund Advisers Rule

June 10, 2024

United States: On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) vacated the Private Fund Advisers Rule (“Final Rule”) which was adopted by the Securities and Exchange Commission (“SEC”) in August of 2023.

Joint SEC and FinCEN Proposal on Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers

May 22, 2024

United States: On May 13, 2024, the Securities and Exchange Commission (“SEC”) and the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) jointly proposed a new rule (“CIP Proposed Rule”) that would require advisers registered or required to be registered with the SEC (“RIAs”) and those exempt from registration under sections 203(l) or 203(m) of the Investment Advisers Act of 1940 (“ERAs”) to establish, document, and maintain written customer identification programs (“CIPs”).

View all insights for Fund Formation and Compliance in the United States