Overview
Foley Hoag represents various institutional investors in connection with their investments in a wide range of global private funds and their investments through managed accounts. Our investor representation clients include government pension funds, outsourced investment offices, U.S. and foreign family offices, investment consultants, funds of funds, managers of managers, U.S. and foreign insurance companies, university endowments, private foundations, ERISA and non-ERISA benefit plans, and other sophisticated investors.
We review 100+ private funds, managed account agreements and other investment products for our investor clients each year. As a result, we have extensive knowledge of the global private investment market and are able to identify and resolve the business, economic, legal and tax issues that are important to different types of investors such as non-U.S. investors, tax-exempt investors, ERISA plan investors and sovereign investors. Because of the volume and variety of private fund and managed account investments that we regularly review and negotiate, as well as our extensive experience representing fund managers, we believe that we add particular value to our investor clients through our ability to comment authoritatively on whether a term is in line with market norms.
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We collaborate with our investor clients to customize the scope of our work to fit the particular client’s goals and needs. On one end of the spectrum, we advise large institutional investors that are seed or anchor investors in bespoke, club deal and/or “new concept” investment products. In such cases, we are intimately involved from start to finish in the entire investment process and we work closely with our client and the prospective investment manager and its counsel to formulate the ideal structure and negotiate the terms of the investment. On the other end of the spectrum, some of our clients prefer a quick, high-level review of a potential investment in which we note only those items that present a material concern and then we typically have no further involvement in the client’s investment process. Most of our investor clients making an investment in a private fund fall in the middle of the spectrum. For these clients we review the full set of fund documents in detail and prepare a memorandum or summary matrix running several pages in length, in which we note the key terms of the fund and provide commentary on whether the term is market or off-market, or otherwise raises a concern. In addition, we analyze the tax and ERISA issues and any other special issues raised by the particular client’s status, the fund’s domicile and/or the fund’s investment activities. Our representation of these clients typically includes negotiating changes to the fund’s governing documents and negotiating side letter agreements with the fund’s manager, as well as completing or reviewing the client’s subscription documents.
We advise clients on investments in private funds, funds of one and managed accounts across a wide range of asset classes, including agriculture, buyout, cleantech, credit opportunities, distressed debt, energy, forestry, hedge, infrastructure, litigation finance, lending participation and/or origination, long-only, mezzanine finance, natural resources, private equity, real estate, royalty streams, special situations, tangible assets, and venture capital.
We also represent many of our investor clients with respect to their secondary transactions, co-investments and joint ventures.
