SGR is well-versed in the fund formation process, from initial structuring to ongoing compliance.

Our fund formation practice encompasses a diverse range of private funds, such as private equity funds, real estate funds, venture capital funds, aviation and infrastructure funds, hedge funds, debt funds, fund of funds, and various hybrid structures. Our team is dedicated to assisting fund sponsors, managers, and investors, in a broad range of legal, tax, and compliance issues, including federal and state securities laws and regulations, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the Employee Retirement Income Security Act (ERISA). Much of our practice involves international funds and cross-border transactions.

Our extensive experience allows us to provide practical advice to clients at each stage of a fund’s lifecycle. Our multi-disciplinary approach to the business, tax, and investment goals of our clients helps provide solutions that are comprehensive in scope, but still tailored to the specific needs of the client.

Fund Formation Services

We provide clients with comprehensive support in all aspects of fund formation. This includes:

• Determining the structure of the fund, and optimizing tax treatment
• Navigating regulatory requirements; private placement exemptions
• Preparing offering materials
• Negotiating with prospective investors
• Negotiating side letters
• Preparing partnership, LLC, and organizational documents
• Closing fund formation transactions
• Structuring and documenting management and compensation arrangements
• Advising on fiduciary duties and conflicts of interest
• Negotiating and documenting arrangements with placement agents
• Compliance and reporting requirements (Schedules 13D and 13G, Section 16, Form 13F)
• Implementation and documentation of compliance policies and procedures

Select Representative Experience

• Represented a venture capital sponsor to form multiple primary venture capital funds with approximately $180,000,000 in capital commitments intended for preferred equity investments in technology companies.
• Represented a shopping center investment management and property management company that owns and operates shopping centers in the formation and launch of their income fund, an open-ended fund investing in a portfolio of real estate properties that are net leased on a long-term basis.
• Represented the sponsors of a fund in forming two venture capital funds focused on biotech investments.
• Representation of an asset management firm concerning the formation of joint venture fund vehicles that invest in aircraft assets.
• Represented various clients in the formation of Real Estate Investment Trusts (REITs) and Real Estate Funds.
• Represented a “fundless” venture capital sponsor in the formation of multiple investment vehicles investing in technology start-ups.
• Assisted in the representation and formation of an alternative investment venture capital fund and its management company.
• Acted on behalf of aviation funds in the capacity of advising on acquisitions, disposals, leasing, and financing of aircraft.
• Represented funds engaged in or whose portfolio companies are engaged in various lines of business including commercial real estate, timber resources, and commercial aircraft ownership and leasing.
• Represented various funds and/or their managers engaged in the acquisition and management of timber resources. SGR has represented one of these funds in connection with the organization and a private placement. We represent other funds and/or their advisors in various matters including in connection with investments by investors in separately managed accounts.
• Represented a private fund investing in start-up entities investing in app-controlled laundry service operations to be located in “big box” stores in the United States in connection with the fund’s organization and private placement.
• Represented German investors in a “side car” investment in a Delaware fund investing in a German aerospace company manufacturing launch vehicles for small and medium satellites.
• Represented a portfolio company on the formation of fund vehicles for its global water infrastructure business.