Recent News:
Nwabuzor, who comes to the firm from Lowenstein Sandler LLP, joins the Corporate Practice as a member based in Cozen O’Connor’s fast growing New York City office.
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Cozen O’Connor advises sponsors on all aspects of the life cycle of investment funds. The firm has broad capabilities and a strong track record of serving the needs of established hedge fund, venture capital, middle-market private equity, and private real estate investment firms, as well as emerging managers. Our fund formation team also advises investors seeking to make fund investment decisions or transact fund investments in the secondary market. These clients require top corporate lawyers who are attuned to their specific needs and challenges and who will make a long-term commitment to their growth.
Capabilities
Cozen O’Connor’s team includes practitioners with deep practical experience gained by serving as in-house and outside counsel to hedge fund firms, venture capital firms, private equity firms, and real estate investment groups. They bring critical multi-disciplinary knowledge of various fund types and have experience forming funds ranging from common single-fund structures to more complex master-feeder, parallel, and off-shore funds and alternative investment vehicles.
Attorneys understand the constantly evolving regulatory system that affects private investment funds, including the application of the Securities Act of 1933, Securities Exchange Act of 1934, Commodity Exchange Act, Investment Advisers Act of 1940, Investment Company Act of 1940, Dodd-Frank Act, and other federal and state regulatory requirements.
Our Fund Formation practice is part of a fully integrated firm and its practitioners collaborate regularly with colleagues in other practices that are important to the formation and operation of private funds, including Tax, ERISA, Emerging Business & Venture Capital, Private Equity, Real Estate Acquisitions & Dispositions, and corporate M&A.
Services
Cozen O’Connor assists sponsors in all aspects of investment fund formation and life cycle:
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Advise on fund structure in light of regulatory and tax considerations
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Prepare and review fund formation and offering documentation, such as private placement memoranda, organizational agreements, subscription documents, and investment management agreements
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Prepare, review, and negotiate managed accounts and funds-of-one
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Advise, prepare, review, and negotiate general partner and management company agreements
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Collaborate with local counsel in foreign jurisdictions to address non-U.S. funds and investors
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Prepare and negotiate side letters on behalf of sponsors
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Oversee private securities offerings from launch to close, including investor eligibility criteria and Blue Sky securities filings
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Advise on fund restructurings, recapitalizations, and co-investment structures
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Plan for end-of-fund life and liquidation of assets
For investors, the firm assists with fund investment decision-making and fund investment transactions in the secondary market:
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Review and advise on fund offering terms and documentation
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Prepare and negotiate side letters on behalf of investors
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Review and negotiate managed account and fund-of one documentation
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Evaluate regulatory and tax impacts
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Assist with investor subscription documents
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Prepare and review transaction documentation for secondary market sales and purchases of investment fund interests
Distinction
Cozen O’Connor offers exceptional value in the fund formation marketplace. We have the credentials and sophistication to compete with any other Am Law firm, combined with an institutional commitment to remaining focused on and accessible to well-managed middle-market clients. In practical terms, that means we reject the high-leverage staffing model as well as the reliance on one-size-fits-all templates endemic to many large firms. Instead, we appoint senior counsel backed by very tight teams to engage in the development of strategies and structures tailored to each unique fund client.