Main Practice Contacts

Tom D. Harris
+1 214.651.5630

Vicki L. Martin-Odette
+1 214.651.5674

Taylor H. Wilson
+1 214.651.5615

In the News

Haynes and Boone Partners, Taylor Wilson and Albert Tan, Moderated Panels at PERE Summit: Asia 2014

HONG KONG – Haynes and Boone, LLP Partners Albert C. Tan and Taylor H. Wilson each moderated a panel at the recent 7th Annual PERE Summit: Asia 2014, a leading real estate private equity conference in Asia. >>

Madelyn Calabrese Chosen for Leadership Counsel on Legal Diversity Fellows Program

NEW YORK – Haynes and Boone, LLP Partner Madelyn Calabrese has been selected as a member of the 2014-2015 Leadership Council on Legal Diversity (LCLD) Fellows Program, a year-long leadership training course designed to elevate the career trajectories of high-potential lawyers from LCLD member organizations. >>

Recent Publications

Private Equity Investment Funds can now have Pension Liability for the Obligations of Portfolio Companies

On July 24, 2013 the First Circuit Court of Appeals, applying an “investment plus” test, concluded that a Sun Capital private equity investment fund was engaged in a “trade or business” for purposes of determining whether the fund could be jointly and severally liable under ERISA for the unfunded pension withdrawal liability of the portfolio company. >>

SEC Lifts the General Solicitation Ban in Certain Private Offerings: Key Considerations for Private Fund Managers

On July 10, 2013, the United States Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 506 of Regulation D under the Securities Act of 1933, as amended, that will lift the ban on general solicitation for certain private offerings, including offerings of private fund interests (“New Rule 506(c)”).  >>

Investment Funds and Private Equity

Our Investment Funds and Private Equity Practice Group provides assistance with the formation and on-going operation of investment funds engaging in a broad spectrum of investment activities from general investment in listed stocks to targeted acquisitions in a wide variety of industries, including in technology, energy, and real property, businesses or investments. We represent both domestic and offshore primary investment vehicles and funds of funds, and serve as lead outside counsel to numerous investment funds who combined have tens of billions of dollars in assets under management. Our representation of investment fund clients is both innovative and efficient.

Multi-Disciplinary Approach

Our Investment Funds and Private Equity practice group has assembled a team of lawyers and legal professionals with diverse, but complementary, experience, so that we may provide assistance in all matters affecting our investment fund clients and their businesses. Our lawyers have knowledge in corporate-securities, partnership, tax, ERISA, international, venture capital, employment, finance, and litigation issues that affect all types of investment funds. This multi-disciplinary approach affords our clients efficient access to lawyers possessing the depth of experience necessary to address any need they may have, while creating a team of professionals particularly suited to providing the creativity and flexibility necessary to guide those clients through the rapidly evolving legal and regulatory landscape.


Our Investment Funds and Private Equity Practice Group provides assistance to investment funds and their sponsors, with respect to all aspects of fund structuring, formation and operations throughout the life of a fund, including the following:

Fund Organization

  • Preparation of Private Offering Documentation
  • Assistance with Structuring Multiple Entities (Including Use of Master/Feeder and Parallel Fund Structures) to Minimize Taxation on Investors
  • Use of Various Domestic and Offshore Entities, Including Limited Partnerships, Limited Liability Companies and Corporations
  • Advising on Structuring and Compensation Issues for Fund Sponsors, Managers and Staff
  • Tax, ERISA and Securities Law Considerations and Specialized Investor Concerns
  • Development of Fund Terms and Investment and Distribution Policies
  • Investor Negotiations and Relations
  • International Fundraising and Investment
  • Establishment of Privacy Policies
  • Formation of Advisory Committees

Fund Management and Compliance

  • Formation and Registration of Investment Manager Entities
  • Advising on General Securities Law Matters
  • Advising on the Dodd-Frank Act and Current Rulemaking Initiatives
  • Preparation and Filing of Forms 13F
  • Advising on Investment Company Act of 1940 issues
  • Advising on Investment Advisers Act of 1940 issues
  • Compliance with Applicable Commodities Laws

Investment Management

  • Preparation of Investment Management and Deferred Fee Agreements
  • Early Stage Portfolio Company Development
  • Review of Securities Offering and Proxy Materials of Portfolio Companies
  • Preparation and Filing of Forms 13D/G
  • Compliance with Section 16
  • Compliance with Antitrust Laws
  • Assistance with Proxy Solicitations and Attendance at Shareholder Meetings of Portfolio Companies
  • Review of Derivative Instruments and Other Hedging Instruments
  • Tax Strategies for Portfolio Investments

Fund Investment

  • Review of Target Company Offering Materials
  • Negotiation of Organizational Documents and Side Agreements