At SGR, we specialize in guiding clients through all stages of the fund formation process, from initial structuring to operations and ongoing compliance, with a deep understanding of both domestic and international markets.

Our fund formation practice encompasses a diverse range of private fund types, including private equity funds, venture capital funds, real estate funds, aviation, rail, intermodal, and infrastructure funds, hedge funds, debt funds, fund of funds, and various hybrid fund structures. Our team is particularly adept at advising fund sponsors, managers, and investors on a broad range of formation, registration, operations, tax, and compliance issues. This includes expertise in navigating complex regulations under the Investment Company Act of 1940, Investment Advisers Act of 1940, and ERISA, as well as advising international funds and handling cross-border transactions.

Our approach is multi-disciplinary, addressing the business, tax, and investment goals of our clients to deliver comprehensive, tailored solutions. With our extensive experience, we provide practical advice across every stage of the fund lifecycle, ensuring that our clients are well-supported from inception through to ongoing management, operations, and compliance.

Fund Formation Services

We provide comprehensive support in all aspects of fund formation, including:

• Structuring funds to optimize tax treatment and meet investment objectives
• Navigating regulatory requirements, including private placement exemptions
• Preparing offering materials and investor communications
• Negotiating with prospective investors and drafting side letters
• Drafting and reviewing partnership, limited liability company, and other organizational documents
• Structuring management and compensation arrangements
• Advising on fiduciary duties and conflicts of interest
• Negotiating and documenting placement agent arrangements
• Registering as a Registered Investment Advisor (e.g., Form ADV Parts I, IIA, and IIB)
• Assisting with compliance and reporting (e.g., Schedules 13D and 13G, Section 16, and Form 13F)
• Implementing and documenting investment committee and compliance policies
• Guiding investment funds and managers through formation and portfolio investment transactions

Select Representative Experience

• Represented a venture capital sponsor through the formation of multiple primary venture capital funds with approximately $180 million in capital commitments aimed at preferred equity investments in technology companies.
• Advised a shopping center investment management and property management firm on the launch of an income fund, an open-ended vehicle investing in a portfolio of real estate properties on long-term net leases.
• Acted on behalf of sponsors in the formation and launch of biotech-focused venture capital funds.
• Structured joint venture fund vehicles for an asset management firm investing in aircraft assets.
• Supported various clients in the formation of Real Estate Investment Trusts (REITs) and real estate funds.
• Formed multiple investment vehicles for a “fundless” venture capital sponsor focused on technology start-ups.
• Facilitated the formation of an alternative investment venture capital fund and its management company.
• Advised aviation funds on acquisitions, dispositions, financing, and leasing of aircraft.
• Assisted funds involved in commercial real estate, timber resources, commercial aircraft, rail, and intermodal ownership and leasing.
• Structured fund vehicles for the acquisition and management of timber resources, including organization, private placements, and separately managed accounts.
• Led the formation of a private fund focused on start-up entities providing app-controlled laundry services in U.S. “big box” stores.
• Structured a sidecar investment for German investors in a Delaware fund investing in a German aerospace company.
• Assisted a portfolio company in establishing fund vehicles for its global water infrastructure business.
• Served as counsel for a U.S.-based investment management team structuring over $300 million in investor equity commitments and nearly $1 billion in asset acquisitions around the world, including registering and ensuring ongoing compliance for their management company as a Registered Investment Advisor.
• Structured a private equity fund’s large-scale investments in coal-fired power plants across multiple U.S. states, including financing to support the acquisitions.
• Assisted two U.S. Business Development Companies in structuring large investments for commercial aviation leasing portfolios in the U.S. and Ireland.
• Guided a Middle East-based investment manager and its affiliated funds through U.S. inbound investments into financing and leasing products.
• Acted as fund and deal counsel for a U.S. investment fund in structuring $450 million in rail assets and operations for its integrated heavy equipment leasing and servicing company operating in the U.S. and Ireland.
• Structured a $100 million investment in commercial aircraft for a U.S. investment manager’s Ireland-based aviation leasing and servicing companies, including associated U.S. and Ireland operational restructuring to optimize tax treatment for investors.