Financial Services.
Counsel to fund managers, investment firms, family offices and fintech companies on fund formation, financings, transactions and the regulation around them.
Financial Services Counsel
Financial services clients need counsel who understand both the transaction and the regulation behind it. Our attorneys have advised on financial services matters including Magnetar Capital’s $402 million IPO of Star Peak Corp II, the $1.277 billion final close of Silver Hill Energy Partners’ fifth fund, the $1.2 billion close of Rockland Power Partners V, a $384 million continuation fund for AEA Investors Small Business Private Equity, and a $250 million Series C financing for a fintech company. Today the practice advises emerging and established fund managers, investment firms, family offices and fintech companies. Learn more about our fund formation and financing practices.
Many of the transactions above represent matters handled by our attorneys at prior firms. For illustrative purposes only.
Financial Services Practice
Fund Formation & SPVs
Funds, SPVs and co-investment vehicles for emerging and established managers, from GP economics and LPA terms through closing.
Investor Negotiations
Side letters, most favored nations elections and investor terms with institutional limited partners and family offices.
Adviser Compliance
Exempt reporting and registration analysis, offering exemptions, and website terms and privacy policies for investment advisers.
Fintech & Specialty Finance
Venture and growth financings, credit facilities and commercial agreements for fintech and specialty finance companies.
Banker & Placement Agreements
Investment bank engagement letters and placement agent agreements, including success fees, tails and indemnities.
We advise fund managers, investment firms, family offices and fintech companies on the structures and transactions behind their capital.
Represented Magnetar Capital in the $402 million IPO of Star Peak Corp II (NYSE: STPC).
Advised on the $1.277 billion final close of Silver Hill Energy Partners’ fifth fund.
Advised on the close of Rockland Power Partners V, LP at $1.2 billion.
Advised AEA Investors Small Business Private Equity on a $384 million continuation fund for Singer Industrial.
Represented a fintech company in its $250 million Series C financing round.
Advised Wander on securing a significant credit facility and launching Atlas REIT.
Advised an emerging venture capital manager on the formation and closing of a debut fund, including LP negotiations, side letter terms and regulatory filings.
Counseled a private equity fund manager on the negotiation of side letters with institutional limited partners across a fund raise exceeding $200 million.
Many of the transactions above represent matters handled by our attorneys at prior firms. For illustrative purposes only.
Counsel to the firms behind the capital.
Contact UsDo you represent fund managers and investment advisers?
Yes. We form funds, SPVs and co-investment vehicles, negotiate side letters with institutional investors, and advise managers on GP economics and the compliance framework that comes with managing outside capital.
When does a fund manager need to register as an investment adviser?
It depends on assets under management and who the manager advises. Advisers solely to venture capital funds, and advisers solely to private funds with less than $150 million in regulatory assets under management (which counts uncalled commitments), can generally rely on federal exemptions and file as exempt reporting advisers. State rules apply on top of the federal exemptions.
Can a private fund market itself publicly?
Yes, under Rule 506(c), if every investor is accredited and the fund takes reasonable steps to verify it. SEC staff guidance issued in March 2025 allows verification through a minimum investment of at least $200,000 for individuals or $1 million for entities, with written representations from the investor. Funds relying on Rule 506(b) cannot generally solicit.
What should a banker or placement agent engagement letter cover?
What triggers the success fee, how long the tail runs after termination, how expenses are capped, and indemnification. Anyone paid a success fee for raising capital generally needs to be a registered broker-dealer, which is worth confirming before signing.