Private Equity/Funds

Although the private equity marketplace is titanic in size and varied in scope, what is common to all participants is the desire to maximize value on the capital they put at risk. Our attorneys recognize that, in order to fully extract that value, participants in the private equity marketplace require sophisticated, disciplined and highly responsive counsel who have the ability to proactively identify issues and find solutions throughout all phases of the life cycle of a business or investment. In order to do this, we believe that a truly unique method of delivering representation to clients in the private equity marketplace is essential. We refer to this simply as “Whole Life Cycle” representation.

Why Whole Life Cycle? Simply put, participants in the private equity marketplace face many challenges in fundraising, unearthing proprietary deal opportunities, deploying capital, exiting investments, addressing the needs of portfolio companies, and managing the myriad other issues arise, whether they participate on a one-off or systematic basis. Looking only at the life cycle of an individual general partner, an individual transaction, or an individual fund does not suffice. Private equity participants need counsel who can partner with them regardless of the stage of their development, or the size and scope of their needs.

As most clients will attest, law firms typically seek to manage these diverse needs by patching together a “multi-disciplinary” legal team. While just about any reputable law firm can assemble a team with a laundry list of impressive credentials, we believe that going through those motions creates only a temporary and “traditional” solution that does not speak directly to the long-term goals and vision of private equity participants. As a result, we have opted to take a non-traditional view to the private equity community. To us, representing the needs of private equity clients is a discipline unto itself, which cannot be managed appropriately by attorneys who have widely divergent practices and experiences that are not primarily dedicated to serving the sector. Using the basic premise of Whole Life Cycle representation as our guide, we designed our Private Equity Practice with one goal in mind: to manage the unique needs of clients who participate in the very wide world of private equity.

Our Principles 
When a client hires our Private Equity team, they invest in the core principles that drive our practice. These principles include:

• Providing responsive and complete access to the knowledge base and contact networks built by our most seasoned attorneys.
• Building a relationship founded on an understanding of each party’s business, mission, strengths and weaknesses.
• Creating cohesive, consistent teams of attorneys that will allow stronger bonds to be formed, economies of scale to be realized, and logical connections to be made with our clients.
• Providing proactive guidance that anticipates the needs and issues that arise in any given representation.
• Delivering a truly transparent service to our clients.
• Not telling clients what they want to hear, but instead giving them complete, brutally honest and timely guidance.
• Being true pragmatists; attorneys who do not stand on ceremony or seek to advance their own agenda at the expense of their client’s best interests.
• Maintaining a keen focus on the ultimate business objectives of the client, viewing things as a partner, evaluating each issue and its impact on the big picture, and homing in on what truly matters.
• Being creative thinkers who are not afraid to ask questions. While many lawyers work hard to show that they are the most intelligent people in the room, we believe that we all should be able to learn something from one another, and from our clients.
• Innovating solutions and delivering the creative energy that is needed to work around problems and maximize results.

Our Key Differentiators 
What makes our Private Equity group different? Aside from our tailored approach, focused team and core principles, we also draw on our attorneys’ and our firm’s decades of experience in industry. Many of our attorneys have acted as in-house counsel to industry participants, come from business-oriented backgrounds, or otherwise occupy positions in the community that allow them to gain insight and understanding concerning the industry. In short, we are able to give clients an advantage in the marketplace as a result of our:

Market Knowledge
We consistently communicate with each other and as a firm in order to stay ahead of the curve on our understanding of current deal terms and conditions.

Limited Partner Community Contacts
Through our work with subscription line lenders, institutional investors, companies seeking capital, investment banks and broker dealers, we maintain continuous contact with prominent, active institutional investors.

Robust Networking Capability 
As a group, our attorneys seek to inventory our connections and make logical introductions for our clients and prospective clients. We believe that, although we are lawyers first, our unique position in the industry gives us the capability, and obligation, to help facilitate for those we represent.

Global Reach 
Our Private Equity Practice attorneys are a diverse group, having worked with institutions and investors on multitudes of cross-border transactions. As a result of our diverse backgrounds, and the international scope of our firm, we are able to provide guidance and assistance that is takes into account the many protocols and cultures with which our clients must be familiar when working outside of the United States.

Go-to Corporate Counsel Experience 
Our firm and our Private Equity Practice attorneys have extensive and impressive credentials in dealing with the on-going representation of companies, large and small. This experience translates perfectly, and necessarily, into the private equity marketplace and portfolio companies in which our clients seek to invest or acquire.

Industry Participation 
Our attorneys are active participants in the private equity community. We participate in multitudes of speeches and presentations, author relevant articles, and work with for-profit and not-for-profit organizations that serve the industry. We do not mind getting our hands dirty with non-billable projects that help our clients, or expand our own understanding of the industry.

Right-Sizing Deal Teams
Given the foundation on which the Private Equity Practice has been built, and the resources at our disposal, we are able to “right-size” client teams in a way that is responsive to issues of cost, timing and expertise. Our partners are hands-on, if that is required, or hands-off, if the work of less experienced attorneys is all that is required. We seek to build trust and long-term relationships with our clients, not to get rich off the next deal.

Whole Life = Big Picture
As the term suggests, our Whole Life Cycle approach to representation is geared to quarterback all legal needs of a private equity participant whether they are in the formative stages of launching an investment fund, deploying capital, exiting deals as they approach an investment horizon, or structuring a succession plan for their firm. We seek to collaborate with our clients early and consistently with respect to each matter, building the repartee and relationship that is so critical to enhancing our responsiveness, and allowing us to be proactive in finding opportunities, structuring transactions, negotiating terms, managing a buyout process, executing “going-private” transactions, suggesting cutting edge methods for recapitalizing businesses or exiting investments. In this context, we regularly work with:

• Fund managers and other private equity investors seeking to undertake a variety of merger and acquisition transactions, public and private, friendly and hostile;
• Fund managers, investors, banks, underwriters, subordinated debt and mezzanine funds, hedge funds and other capital providers in their financing LBOs, working capital lines of credit and similar transactions;
• Public, private and family owned businesses engaging in transactions with private equity capital providers;
• Fund managers, private equity investors and portfolio companies on recapitalizations, restructurings and exit transactions (including IPOs);
• Portfolio companies, enhancing the value of their legal needs, improving their corporate governance and compliance management, seeking to maximize their tax efficiency, and helping them realize value on intellectual property, similar intangible assets and goodwill; and
• Boards of directors, advisory boards and investment committees in carrying out their roles in the context of carrying out their fiduciary obligations, serving on portfolio company boards, or otherwise executing their duties in connection with private equity transactions.

To us, in all of these contexts, part of our job – whether we are billing or not – is to help clients develop and refine their overall strategies to achieve targeted returns, avoid known and unknown hazards, and steer clear of controversies and liabilities that do not advance the cause. As such, we consistently work with clients and their consultants to innovate the financial and legal strategies necessary for them to move forward more quickly, and more completely.

Such assistance can come in the form of developing successful consolidation strategies, extracting value from portfolio companies through system-wide advances in governance, intellectual property management or the like, or by giving clients the ability to realize on opportunities in the context of turnarounds and distressed asset acquisition.

Back-Office Support
Consonant with our particular view of managing the needs of the private equity community, we have developed innovative internet portals that enhance our clients' ability to manage their legal affairs. For example, our firm developed ClientConnect^®, a cutting-edge extranet collaborative tool, to interact with clients to manage, in real time, dynamic and fast-moving business transactions and litigation matters. This system allows for time, document and project management with e-mail updates to all involved parties. We have also developed service portals to provide each specific client with access to closing files for matters handled by our firm, information about the client’s account, and other documents and information that is private-labeled and tailored to meet the needs of our client. All portals are client-specific and password protected, allowing us to achieve a far greater level of communication and transparency with our clients.