Our practice focuses on representing sovereign wealth funds, public pension funds, universities, and other endowments. Our experience representing institutional investors and limited partners gives us a comprehensive understanding of the issues that concern clients with significant fiduciary responsibilities.
In addition to the lawyers who dedicate their practice to investment transactions, other members of our group focus on tax, real estate, regulatory matters with the SEC and CFTC, trade secrets, bankruptcy, secu¬ritization and financing, and fiduciary issues.
Our investment work for our clients includes private equity funds, hedge funds, real estate investments (direct investments as well as REITs and other funds), separately managed accounts, co-investments, management agreements, and other investment matters such as advisory agreements and custody agreements. We also work with our clients on matters relating to internal governance, including fiduciary and conflicts issues.
Our lawyers also have extensive experience advising public pension funds on a full range of other issues relating to public employee retirement benefits and other mandates. These include fiduciary standards, governance issues, tax qualification rules, securities laws, benefits levels, due process requirements, and state regulatory and legislative rules relating to plan administration and the investment of plan assets. We also offer advice concerning ethics laws and prohibited transaction issues. On specialized issues, we may coordinate with our Employee Benefits lawyers, particularly on issues before the Internal Revenue Service, the Department of Labor, and the Pension Benefit Guaranty Corporation.
Private Investment Funds On behalf of sovereign wealth funds and public pension funds, we have reviewed over 1,000 alternative investment funds, including hedge funds, private equity funds, real estate and real assets funds, REITs, venture capital funds, special situations funds, mezzanine funds, natural resources funds, infrastructure funds, funds of funds, and unique specialized funds investing in intellectual property or other assets. Our team has reviewed several hundred funds for our investor clients in the last few years. We have extensive experience with interna¬tional legal structures, including Cayman Islands, Luxembourg, Channel Islands, and Mauritius vehicles. Our experience covers both domestic and international funds and funds formed as limited partnerships, limited liability companies, and other invest¬ment vehicles.
Public Markets Our team has reviewed scores of invest¬ment management agreements on behalf of our sovereign wealth fund and public pension fund clients with a wide variety of investment strategies and benchmarks. We have assisted our clients in developing preferred terms and form agreements. We have negotiated many master custody agreements on behalf of our investor clients and are familiar with custody responsibilities. Our lawyers have substantial experience with proxy voting and other corporate gover-nance issues and have advised clients on separate accounts and “strategic relation¬ships” with public securities managers. We also provide advice on economically targeted investment policies and strategies.
Fiduciary Standards and Investment Office Governance We have a high level of sensitivity to the importance of fiduciary standards for pension funds, and endowments. Our team has deep experience in applying these standards, as well as other regulatory laws, to assist clients with a broad spectrum of legal issues in connec¬tion with the governance of their investment processes and management of their office.
Special Investment Relationships with Managers We have extensive experience representing institutional investors in special relationships with finan¬cial management firms, including co-invest¬ments in portfolio companies, investments with managers in new and existing vehicles, formation of customized proprietary funds, “funds of one,” and other strategic relationships.
Hedge Funds We have substantial experience representing public pension funds and sovereign wealth funds investing in both domestic and offshore hedge funds with a variety of investment strategies, including market neutral funds, long-short funds, leveraged opportunistic fixed income funds, global macro funds, and futures and commodities-related funds.
Real Estate and Infrastructure Investment We represent public pension funds and sovereign wealth funds in real estate, including REITs and other real estate funds, as well as direct real estate invest¬ments. Our team represents investors in the formation of one-on-one partnerships for acquiring and holding real estate and other real assets for the long term.
Our firm’s infrastructure group has unique, in-depth knowledge of several infrastructure sectors (electricity, regulated utilities, oil and gas, water) and is available to serve investor clients on direct projects. We have extensive experience in project finance of infrastructure, especially in the case of con-ventional and alternative energy facilities.
Workouts and Distressed Investments Our team has represented public agency investors in addressing problems that arise with invest¬ment funds, including changes in the management team, poor performance, and restructuring issues. We have worked on restructuring of strategic investments, including evalua¬tion of the potential legal bases for exiting the investment and other aspects of investor rights with respect to the relationship. We have experience assessing litigation risks under the relevant state law and Delaware law and advising as to litigation strategies.
Derivatives We regularly advise a variety of public entities and other end users of deriva¬tives, such as foundations and high-net-worth individuals, in structuring, nego¬tiating, and documenting a full range of derivatives, including credit default swaps, various equity-based swaps, and interest rate, currency, energy, and other commodity derivatives.
Transparency and Corporate Governance We have advised our public pension fund clients on state public records laws and are highly experienced with issues that arise as a result of greater transparency in nonpublic investments. This includes the concerns of fund managers about potential public reporting requirements for government investors, such as sovereign funds and public pension funds. We also understand placement agent issues and we have advised our clients on disclosure statutes, rules and policies. Our corporate governance work for public pension fund clients include proxy voting, majority voting, exchange listing standards, corporate engagements, SEC comment letters, corporate governance policies, and shareholder resolutions.
Tax Laws Our sovereign wealth fund, public pension fund, and other institutional investor practice group includes tax attorneys who are highly experienced in the tax-related issues that arise in investments, including unrelated business taxable income and foreign tax issues. In addition, the firm has a core group of more than 70 tax attorneys and other tax professionals who provide advice with respect to all areas of tax law. Our tax attorneys regularly represent clients in structuring cutting-edge joint ventures operated through partnerships, limited liability companies, or other pass-through entities.
Fiduciary Standards Our team has extensive experience advising trustees and other fiduciaries on their duties under trust law. We are well versed on all sources of fiduciary law, including ERISA standards, federal tax qualification rules, and state statutory and constitutional law. We have provided this counsel to public pension fund clients in a wide variety of contexts, from plan funding to investment decisions.
Organizational Governance Our team has advised boards of public agencies on ethics, placement agents, gifts, insider trading, and travel and communications policies. We also have extensive experience advising public pension funds on open meeting requirements and public records laws. Our team includes the former General Counsel of the California Public Employees’ Retirement System. His experience includes advising board members on internal governance issues and projects including the statutes and constitutional provisions that govern the fiduciary authority and responsibility of public pension plan trustees.
Pension Plan Contributions Employer and employee contributions are important components in maintaining the financial and actuarial soundness of pension plans. Thus, the valuation and rate-setting processes are guided by the fiduciary responsibilities of the trustees. Our lawyers have advised their public pension fund clients on the fiduciary aspects of plan funding, asset and liability valuation, employer contribution rate setting, and enforcement of the collection rights of the system.
Pension Benefits We have provided extensive advice on a wide variety of benefit issues. These include the vested rights, contract, due process, and equal protection rights of plan members.
Tax Qualification Qualified pension and endowment plans are generally not required to pay income tax on their investment earnings. Moreover, employer contributions made to these plans on behalf of employees are not taxable until benefits are paid out upon retirement. The Internal Revenue Code sets certain requirements for tax-qualified status, and our practice group has extensive experience in advising public and private pension plans on the tax-qualification rules of the Internal Revenue Service. These include benefit and contribution limits, in-service and minimum distribution rules, and determination letters. Our experience with the Internal Revenue Service’s Employee Plans Compliance Resolution System enables our employee benefits lawyers to negotiate timely, efficient, and cost-effective sanctions and corrections of qualified plan defects on behalf of our clients.